court file no. cv-15-10969-00cl estate file nos. 31-457962...

Court File No. CV-15-10969-00CL Estate File Nos. 31-457962

31-457963

ONTARIO SUPERIOR COURT OF JUSTICE

(Commercial List)

IN THE MATTER OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c.B-3, AS AMENDED

AND IN THE MATTER OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c.C-43, AS AMENDED

BETWEEN:

Aprilll, 2016

HSBC BANK CANADA Applicant

-and-

OCEAN LINKSYS INC. and 2204321 ONTARIO INC. Respondents

MOTION RECORD (Returnable April26, 2016)

BAKER & McKENZIE LLP Barristers and Solicitors 181 Bay Street, Suite 2100 Toronto, ON MSJ 2T3

John Pirie (LSUC #40993K) Email: [email protected] Tel.: 416.865.2325

Michael Nowina (LSUC #496330) Email: [email protected] Tel.: 416.865.2312 Fax: 416.863.6275

Lawyers for the Receiver, BDO Canada Limited

2

TO: THORNTON GROUT FINNIGAN LLP TD West Tower, Toronto-Dominion Centre 100 Wellington Street West, Suite 3200 Toronto, ON M5K 1 K7

D.J. Miller (LSUC# 34393P) Email: [email protected]

Rebecca L. Kennedy (LSUC# 61146SB) Email: [email protected] Tel.: 416.304.1616 Fax: 416.304.1313

Lawyers for the Applicant, HSBC Bank Canada

AND TO: BARON LIN 87 Brimwood Blvd. Toronto, ON M1 V 1E3

AND TO: XIA FANG HE 87 Brimwood Blvd. Toronto, ON M1V 1E3

AND TO: OU YANG, YUAN SHENG 1 000 Burham thorpe Road West Mississauga, ON LSC 2S4

AND TO: DEPARTMENT OF JUSTICE Tax Section, PO Box 36, Exchange Twr. 3400-130 King St. W. Toronto, ON MSX 1 K6

Diane Winters Email: diane. [email protected] Tel.: 416.973.3172 Fax: 416.973.0810

Lawyers for the Canada Revenue Agency

AND TO: MINISTER OF FINANCE MINISTRY OF REVENUE Legal Services Br., 777 Bay Street, 11th Floor Toronto, ON MSG 2C8

Kevin O'Hara Email: [email protected] Tel.: 416.327.8463 Fax: 416.325.1460


31-457963 ONTARIO

SUPERIOR COURT OF JUSTICE (Commercial List)



BETWEEN: HSBC BANK CANADA

-and-

OCEAN LINKSYS INC. and 2204321 ONT ARlO INC.

Applicant

Respondents

Tab No. Description

MOTION RECORD (Returnable Apri126, 2016)

INDEX

1. Notice of Motion, returnable April26, 2016

2. Second Report of BDO Canada Limited, in its capacity as Court Appointed Receiver, dated April6, 2016

A. Order of Wilton-Siege/ J. appointing the Receiver, dated June 23,2015

B. Approval and Vesting Order ofNewbou/d J., dated October 26, 2015

C. First Report of the Receiver, BDO Canada Limited, dated October 15, 2015 without appendices

D. Distribution Order ofNewbould J., dated October 26, 2015

E. Receiver's Schedule of Receipts and Disbursements

Page No.

1

ii

F. Receiver's fee Affidavit, sworn March 28, 2016

G. Baker & McKenzie LLP Fee Affidavit, sworn April 5, 2016

3. Draft Discharge Order and blackline version


31-457963


(Commercial List)


AND IN THE MA TIER OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c.C-43, AS AMENDED

BETWEEN:

HSBC BANK CANADA

-and-


NOTICE OF MOTION

Applicant

Respondents

BDO CANADA LIMITED, in its capacity as the court-appointed receiver (the

11Receiver11) of Ocean Linksys Inc. ("Ocean") and 2204321 Ontario Inc. ("220" and

collectively with Ocean, the "Debtors"), will make a motion to a judge presiding over the

Commercial List, on April 26, 2016 at 10:00 a.m. or as soon after that time as the motion

can be heard, at the Court House at 330 University Avenue, Toronto, Ontario.

PROPOSED METHOD OF HEARING: The motion is to be heard orally.

\

2

THE MOTION IS FOR AN ORDER:

(a) that the activities and conduct of the Receiver as set out in the Second

Report of the Receiver be approved;

(b) approving the Receiver's Final Statement of Cash Receipts and

Disbursements;

(c) approving the distribution of funds from the receivership to HSBC

Bank Canada ("HSBC") and the distribution of any future recoveries

to HSBC without further order of the Court;

(d) approving the fees and disbursements of the Receiver and its counsel;

(e) releasing the Receiver in its capacity as court-appointed interim

receiver from any and all liability in any way arising out of its acts or

omissions while acting in its capacity as court-appointed interim

receiver, save and except for any gross negligence or willful

misconduct on the Receiver's part; and

(f) such other relief as this Honourable court deems just.

THE GROUNDS FOR THE MOTION ARE:

1. By Order of the Honourable Mr. Justice Wilton-Siegel dated June 23, 2015, BDO

Canada Limited was appointed the receiver over the Debtors.

2. Ocean carried out a commercial fish and seafood packaging, storage and wholesale

business in Toronto. 220 owned the property where Ocean carried on business.

Ocean ceased business operations prior to the receivership in or around September

2014.

3

3. By Order of the Honourable Justice Newbould dated October 26, 2015, the

Receiver was authorized to complete a sale of the property owned by 220 and the

Receiver completed the sale on November 12, 2015.

4. Recovery from an of the Debtors' assets has yielded a shortfall to the senior

secured creditor, HSBC. The Receiver has obtained an independent opinion

confirming the validity and enforceability of HSBC's security and has already

made a court-approved interim distribution to HSBC. The Receiver is seeking

approval for a final distribution to HSBC of the net realizations. There wiJJ be no

funds for distribution to unsecured creditors.

5. The Receiver has carried out its responsibilities in the receivership and as set out in

its various reports to court. Aside from ancillary matters, the activities of the

Receiver and its counsel are now complete and, accordingly, the Receiver is

seeking its discharge.

6. The Receiver's fees and disbursements including the fees of its legal counsel are

detailed in the affidavits filed in support of this motion.

7. The Receiver's fees including the fees of its counsel are fair and reasonable.

8. Rules 1.04, 16.08 and 37 of the Rules ofCivil Procedure.

9. Such further and other grounds as counsel may advise and this Honourable Court

may permit.

4

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing

for the motion:

1. Second Report ofthe Receiver dated April6, 20I6 and the exhibits thereto;

2. the Affidavit of Gary Cerrato sworn March 28, 2016;

3. the Affidavit of John Pirie sworn April 5, 20 I 6; and

4. such further and other evidence as counsel may submit and this Honourable Court

may consider.

April I I , 20 I 6 BAKER & McKENZIE LLP Barristers and Solicitors 181 Bay Street, Suite 2100 Toronto, ON M5J 2T3

John Pirie (LSUC #40993K) Email: [email protected] Tel.: 4I6.865.2325

Michael Nowina (LSUC #496330) Email: [email protected] Tel.: 416.865.2312 Fax: 416.863.6275


TO: THORNTON GROUT FINNIGAN LLP TD West Tower, Toronto-Dominion Centre 100 Wellington Street West, Suite 3200 Toronto, ON M5K I K7

D.J. Miller (LSUC# 34393P) Email: [email protected]

Rebecca L. Kennedy (LSUC# 6114688) Email: [email protected] Tel.: 416.304.I6I6 Fax: 416.304. I 3 I3

Lawyers for the Applicant, HSBC Bank Canada

AND TO: BARON LIN 87 Brimwood Blvd. Toronto, ON M1 V 1E3

ANDTO: XIAFANGHE 87 Brimwood Blvd. Toronto, ON M1V 1E3

5

AND TO: OU YANG, YUAN SHENG 1000 Burhamthorpe Road West Mississauga, ON L5C 2S4

AND TO: DEPARTMENT OF JUSTICE Tax Section, PO Box 36, Exchange Twr. 3400-130 King St. W. Toronto, ON M5X 1 K6

Diane Winters Email: diane. [email protected] Tel.: 416.973.3172 Fax: 416.973.0810

Lawyers for the Canada Revenue Agency

AND TO: MINISTER OF FINANCE MINISTRY OF REVENUE LEGAL SERVICES BRANCH Legal Services Br., 777 Bay Street, 11th Floor Toronto, ON M5G 2C8

Kevin O'Hara Email: [email protected] Tel.: 416.327.8463 Fax: 416.325.1460

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Court File No. CV-15-10969-00CL Estate Numbers: 31-457962

31-457963


(COMMERCIAL LIST)

IN THE MATIER OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c.B-3, AS AMENDED

AND IN THE MATIER OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c.C-43, AS AMENDED

HSBC BANK CANADA

·and·

OCEAN LINKSYS INC. and 2204321 ONTARIO INC.

SECOND REPORT OF BOO CANADA LIMITED, IN ITS CAPACITY AS COURT APPOINTED RECEIVER

April6,2016

Applicant

Respondents

-2-

INTRODUCTION AND BACKGROUND ............................................................................... 3

Introduction ...................................................................................................................... 3

Purpose of this Report ..................................................................................................... 3

Disclaimer .......................................................................................................................... 4

Background ........................................................................................................................ 4

ACTIVITIES OF THE RECEIVER ......................................................................................... 6

Receiver's Borrowings ..................................................................................................... 6

Receipts and Disbursements .......................................................................................... 7

DISCHARGE ........................................................................................................................ 7

FEES AND DISBURSEMENTS .............................................................................................. 7

RECOMMENDATIONS ......................................................................................................... 9

APPENDICES

A Receivership Order dated June 23, 2015

B Approval and Vesting Order of Justice Newbould dated October 26, 2015

C First Report of BOO Canada limited

D Distribution Order of Justice Newbould dated October 26, 2015

E Receiver's Schedule of Receipts and Disbursements

F Receiver's Fee Affidavit

G Baker 8: McKenzie LLP Fee Affidavit

-3-

INTRODUCTION AND BACKGROUND

Introduction

1. By Order of the Honourable Justice Wilton-Siegel of the Superior Court of

Justice (the "Court") dated June 23, 2015 (the "Receivership Order") BOO was

appointed as Receiver and Manager (the "Receiver") without security, of all of the

assets, properties and undertakings of Ocean Linksys Inc. C'Ocean") and 2204321

Ontario Inc. ("220" and collectively with Ocean, the "Debtors"). A copy of the

Receivership Order is included hereto as Appendix A.

2. By Order of the Honourable Justice Newbould of the Court dated October 26, 2015

(the "Approval and Vesting Order") attached hereto as Appendix 8, the Receiver

was authorized to complete a sale transaction contemplated by an agreement of

purchase and sale dated August 10, 2015 as amended on September 8, 2015, and

subsequently on November 6, 2015 (the "Sale Agreement") for the sale of the

property municipally known as 86-88 Fenmar Drive, Toronto, ON (the "Real

Property") with Ramesh Patel in trust for a corporation to be incorporated (the

"Purchaser"). The Approval and Vesting Order also vested in the Purchaser the

Debtors' right, title and interest in and to the assets described in the Sale

Agreement.

Purpose of this Report

3. The purposes of the Second Report of the Receiver dated April 6, 2016 (the

"Second Report") are to:

a) seek the Court's approval of the Second Report and the activities

of the Receiver set out herein;

Disclaimer

-4-

b) seek the Court's approval of the Receiver's Schedule of Receipts

and Disbursements (the "R&D Schedule");

c) seek the Court's approval of the fees and disbursements of the

Receiver and its counsel, Baker & McKenzie LLP ("Baker"), as set

out herein; and

d) seek the Court's approval of the discharge and release of BOO as

Receiver of the undertaking, property and assets of the Debtors.

4. This Second Report is prepared solely for the use of the Court, for the purpose

of assisting the Court in making a determination whether to approve the discharge of

BOO as Receiver, and other relief being sought.

5. Unless otherwise stated, all monetary amounts contained in this Second Report

are expressed in Canadian dollars.

Background

6. The Debtors are incorporated pursuant to the Ontario Business Corporations

Act. Ocean carried out a commercial fish and seafood packaging, storage and

wholesale business in Toronto from the Real Property. 220 is a non-operating entity

that owns the Real Property and received rent from Ocean.

7. The Receiver understands that Ocean ceased business operations prior to the

receivership in or around September 2014. At the time the Receiver took possession

and control of the Real Property, the building was vacant except for certain personal

property assets (freezers and related equipment affixed to the Real Property) and

there were limited books and records on site.

-5-

8. HSBC is the senior secured lender of the Debtors pursuant to credit fadlities

letters dated January 7, 2015 (the "Ocean Facilities"), and September 19, 2014 (the

"220 Facility" and together with the Ocean Facilities, the "Credit Facilities").

9. As at March 31, 2015, the Debtors were indebted to HSBC under the Credit

Facilities, including interest and the Unauthorized Overdraft, for the amounts of

shown below:

CREDIT FACILITIES SUMMARY:

Canadian

Funds US Funds Ocean Fadlities $ 800,646 s 520,889 220 Fadlity 1,229,241 Totals s 2,029,887 s 520,889

10. As security for the Ocean Facilities, 220 provided HSBC a guarantee of the

obligations of Ocean in the maximum principal amount of $1,088,800 (the "220

Guarantee"). Similarly, as security for the 220 Facility, Ocean provided HSBC a

guarantee of the obligations of 220 in the maximum prindpal amount of $1,430,000

(the "Ocean Guarantee", and together with the 220 Guarantee, the "Cross

Guarantees").

11. The Credit Facilities are secured by among other things, General Security

Agreements granted by Ocean and 220 to the Bank, General Assignment of Book Debts

granted by Ocean to the Bank, and a Chattel Mortgage granted by Ocean to the Bank

(collectively the "HSBC Security"). As reported in the First Report, the Receiver

obtained an opinion from independent counsel on the validity and enforceability of the

HSBC Security. Attached as Appendix C is a copy of the First Report without

appendices.

-6-

12. The Credit Facilities were further secured by a Demand Collateral

Mortgage/Charge in the principal amount of $2,519,000 granted by 220 to the Bank

and registered against the Real Property on January 11, 2012 (the "Mortgage") and by

an Assignment of Rents granted by 220 to the Bank.

ACTIVITIES OF THE RECEIVER

13. Pursuant to the Approval and Vesting Order the Receiver completed the sale of

the Real Property to the Purchaser on November 12, 2015. Due to difficulty and

expense in removing the freezers and other equipment that were affixed to the Real

Property, the Receiver and the Purchaser entered into a amending agreement on

November 6, 2015, which shifted responsibility for the removal of these chattels to the

Purchaser. In exchange, the Receiver agreed to a price reduction of $125,000.

14. By Order of the Honourable Justice Newbould of the Court dated October 26,

2015 (the "Distribution Order") attached hereto as Appendix D, the Receiver

distributed the net sale proceeds totaling $1,230,857.15 from the sale of the Real

Property to HSBC. The Distribution Order permits the Receiver to distribute up to $1.3

million without further order of the Court.

Receiver's Borrowings

15. The Receiver needed to borrow funds from HSBC through the issuance of

Receiver's certificates during the receivership proceeding to cover ongoing

administrative expenses including professional fees, insurance premiums, property

maintenance costs and costs to remediate mould found at the Real Property. The

Receiver has fully repaid $114,985.84 borrowed by it together with interest of $892.41

from the estate funds.

-7-

Receipts and Disbursements

16. The R&D Schedule, appended hereto as Appendix E, reports net receipts over

disbursements for the period of $2,384.62, before provision for payment of the

Professional Fee Reserves (defined below). Following payment of the Professional Fee

Reserves, the Receiver seeks approval to distribute all remaining estate funds to HSBC

up to the amount of its indebtedness (the 11Final Distribution").

DISCHARGE

17. To the best of the Receiver's knowledge, the Receiver has completed the

realization of substantially all of Debtors' assets.

18. All of the Receiver's duties as set out in the Receivership Order will be

completed upon: i) filing the final estate HST returns to recover any unclaimed input

tax credits estimated to be approximately $28,361; ii) making the Final Distribution;

and iii) filing the Receiver's final report pursuant to S. 246(3) of the Bankruptcy and

Insolvency Act with the Office of the Superintendent of Bankruptcy. Once the

Receiver has completed these activities, the Receiver proposes to file a Receiver's

Certificate with the Court certifying same to obtain a discharge and release over the

undertaking, property and assets of the Debtors.

FEES AND DISBURSEMENTS

19. Pursuant to the Receivership Order, the Receiver has provided services since

the Receiver's First Report to Court on October 15, 2015 and incurred disbursements

which are more particularly described in the affidavit and detailed invoices attached

hereto as Appendix F.

-8-

20. The detailed time descriptions contained in the invoices provide a fair and

accurate description of the services provided and the amounts charged by BOO as

Receiver. Included with each separate invoice is a summary of the time charges of

Partners and Staff, whose services are reflected in the invoices, including the total

fees and hours billed.

21. Additionally, the Receiver has incurred legal fees of its counsel in respect of

these proceedings, as per the fee affidavit and exhibits attached hereto as Appendix

G.

22. The Receiver has reviewed Baker's fee affidavit and believes same to be fair

and reasonable in the circumstances.

23. The Receiver requests that the Court approve its accounts for the period from

October 1, 2015 to March 16, 2016 in the amount of $39,033.28 for fees and

disbursements including HST of $5,074.33 for a total of $44,107.61 plus the amount of

$2,500, plus HST, to complete the administration of the estate.

24. The Receiver also requests that the Court approve the accounts of its legal

counsel for the period from September 1, 2015 to November 30, 2015 in the amount of

$29,784.25 plus disbursements of $508.76, plus HST of $3,920.15, for a total of

$34,213.16, plus the amount of $5,000, plus HST, to complete the administration of

the estate.

25. As stated, the Receiver estimates that it will incur $8,475 in future professional

fees to complete the administration of the estate consisting of $7,500.00 in future

professional fees of the Receiver and its counsel plus HST of $975.00 (the

"Professional Fee Reserves").

-9-

RECOMMENDATIONS

26. Based on the foregoing, the Receiver recommends that the Court:

a) approve this Second Report of the Receiver, and the activities of

the Receiver set out herein;

b) approve the Receiver's R&D Schedule and the final distribution to

HSBC;

c) approve the fees and disbursements of the Receiver and Baker, as

set out herein; and

d) approve the discharge and release of BOO as Receiver of the

undertaking, property and assets of the Debtors upon BOO filing

the Receiver's Certificate with the Court.

AU of which is respectfully submitted this 6th day of April, 2016.

BOO CANADA LIMITED Court Appointed Receiver of Ocean Linksys Inc. and 2204321 Ontario Inc. Per:

Name: Title:

Gary Cerrato, CIRP Vice-President

Appendix "A"

Cou11 File No. CV 15-1 0969-00CL


COMMERCIAL LIST

THE HONOURABLE MR. )

)

)

TUESDAY, THE 23Rn

JUSTICE 1-I.J. WILTON-SIEGEL DAY OF JUNE, 2015

BETWEEN:

IN THE MA ITER OP THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c.B-3, AS AMENDED


HSBC BANK CANADA

-and-


ORDER (appointing Receiver)

Applicant

Respondents

THIS APPLICATION made by the Applicant for an Order pursuant to section 243( 1) of

the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA'') and section

101 of the Courts ofJusfice Act, R.S.O. 1990, c. C.43, as amended (the "CJA") appointing BDO

Canada Limited as receiver and manager (in such capacities, the "Receiver") without security, of

all of the assets, undertakings and propet·ties of Ocean Linksys Inc. and 2204321 Ontario Inc.

(collectively, the "I>cbtors") acquired for, or used in relation to a business carried on by the

Debtors, was heard this day at 330 University Avenue, Toronto, Ontario.

-2-

ON READING the affidavit of Cheryl Lee sworn May 20, 2015 and the Exhibits thereto

and on hearing the submissions of counsel for the Applicant, counsel for the Respondents, no

one else appearing although duly served as appears from the affidavits of service of Roxana

Manea sworn June 8, 20 15 and June 9, 2015 and on reading the consent of BOO Canada Limited

to act as the Receiver,

SERVICE

I. TI-IIS COURT ORDERS that the time for service of the Notice of Application is hereby

abridged and validated so that this motion is properly returnable today and hereby dispenses with

further service thereof.

APPOINTMENT

2. TI-llS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of

the CJA, BOO Canada Limited is hereby appointed Receiver, without security, of all of the

assets, undertakings and properties of the Debtors acquired for, or used in relation to a business

carried on by the Debtors, including all proceeds thereof and including without limitation, the

real property municipally known as 86-88 Fcnmar Drive, North York, and more specif1cally

described as PIN: 10298-0021 LT; Legal Description: PT BLK C PL 5935 NORTH YORK AS

IN TB959670; TORONTO (N YORK), CITY OF TORONTO (collectively, the "Property").

RECEIVER'S POWJ~RS

3. TI-llS COURT ORDERS that the Receiver is hereby empowered and authorized. but not

obligated, to act at once in respect of the Property and, without in any way limiting the generality

of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the

following where the Receiver considers it necessary or desirable:

(a) to take possession of and exercise control over the Property and any and

all proceeds, receipts and disbursements arising out of or fi·om the

Property;

(b) to receive, preserve) and protect the Property, or any part or parts thereof,

including, but not limited to, the changing of locks and security codes, the

- 3-

relocating of Property to safeguard it, the engaging of independent

security personnel, the taking of physical inventories and the placement of

such insurance coverage as may be necessary or desirable;

(c) to manage, operate, and can·y on the business of the Debtors, including the

powers to enter into any agreements, incur any obligations in the ordinary

course of business, cease to carry on all or any pa1i of the business, or

cease to perform any contracts of the Debtors;

(d) to engage consultants, appraisers, agents, experts, auditors, accountants,

managers, counsel and such other persons from time to time and on

whatever basis, including on a temporary basis, to assist with the exercise

of the Receiver's powers and duties, including without limitation those

conJerred by this Order;

(e) to purchase or lease such machinery, equipment, inventories, supplies,

premises or other assets to continue the business of the Debtors or any part

or parts thereof;

(f) to receive and collect all monies and accounts now owed or hereafter

owing to the Debtors and to exercise all remedies of the Debtors in

collecting such monies, including, without limitation, to enforce any

security held by the Debtors;

(g) to settle, extend or compromise any indebtedness owing to the Debtors;

(h) to execute, assign, issue and endorse documents of whatever nature in

respect of any of the Prope11y, whether in the Receiver's name or in the

name and on behalf of the Debtors, for any purpose pursuant to this Order;

(i) to initiate, prosecute and continue the prosecution of any and all

proceedings and to defend all proceedings now pending or hereafter

instituted with respect to the Debtors, the Property or the Receiver, and to

settle or compromise any such proceedings. The authority hereby

conveyed shall extend to such appeals or applications for judicial review

in respect of any order or judgment pronounced in any such proceeding;

G) to market any or all of the Property, including advertising and soliciting

offers in respect of the Properly or any part or parts thereof and

negotiating such terms and conditions of sale as the Receiver in its

discretion may deem appropriate;

(k) to sell, convey, transfer, lease or assign the Property or any part or parts

thereof out of the ordinary course of business,

(i) without the approval of this Court in respect of any transaction not

exceeding $1 00,000, provided that the aggregate consideration for

all such transactions does not exceed $250,000; and

(ii) with the approval of this Court in respect of any transaction in

which the purchase price or the aggregate purchase price exceeds

the applicable amount set out in the preceding clause;

and in each such case notice under subsection 63(4) of the Ontario

Personal Property Security Acl, or section 31 of the Ontario Morlgages

Act, as the case may be, shall not be required, and in each case the Ontario

Bulk Sales Act shall not apply.

(I) to apply for any vesting order or other orders necessary to convey the

Property or any part or parts thereof to a purch'!ser or purchasers thereof,

free and clear of any liens or encumbrances affecting such Property;

(m) to report to, meet with and discuss with such affected Persons (as defined

below) as the Receiver deems appropriate on all matters relating to the

Property and the t·eceivership, and to share information, subject to such

terms as to confidentiality as the Receiver deems advisable;

(n) to register a copy of this Order and any other Orders in respect of the

Properly against title to any of the Pmperty;

- 5 •

(o) to apply for any permits, licences, approvals or permissions as may be

required by any governmental authority and any renewals thereof for and

on behalf of and, if thought desirable by the Receiver, in the name of the

Debtors;

(p) to enter into agreements with any trustee in bankruptcy appointed in

respect of the Debtors, including, without limiting the generality of the

foregoing, the ability to enter into occupation agreements for any property

owned or leased by the Debtors;

(q) to exercise any shareholder, partnership, joint venture or other rights

which the Debtors may have; and

(r) to take any steps reasonably incidental to the exercise of these powers or

the performance of any statutory obligations.

and in each case where the Receiver takes any such actions or steps, it shall be exclusively

authorized and empowered to do so, to the exclusion of all other Persons (as defined below),

including the Debtors, and without interference from any other Person.

DUTY TO J>ROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER

4. THIS COURT ORDERS that (i) the Debtors, (ii) all of its current and former directors,

officers, employees, agents, accountants, legal counsel and shareholders, and all other persons

acting on its instructions or behalf, and (iii) all other individuals, firms, corporations,

governmental bodies or agencies, or other entities having notice of this Order (all of the

foregoing, collectively, being "Pea·sons" and each being a "Person") shall forthwith advise the

Receiver of the existence of any Property in such Person's possession or control, shall grant

immediate and continued access to the Property to the Receiver, and shall deliver all such

Property to the Receiver upon the Receiver's request.

5. TI-llS COURT ORDERS that all Persons shall forthwith advise the Receiver of the

existence of any books, documents, securities, contracts, orders, corporate and accounting

records, and any other papers, records and information of any kind related to the business or

-6-

affairs of the Debtors, and any computer programs, computer tapes, computer disks, or other data

storage media containing any such information (the fmegoing, collectively, the "Records,) in

that Person's possession or control, and shall provide to the Receiver or permit the Receiver to

make, retain and take away copies thereof and grant to the Receiver unfettered access to and use

of accounting, computer, software and physical facilities relating thereto, provided however that

nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records,

or the granting of access to Records, which may not be disclosed or provided to the Receiver due

to the privilege attaching to solicitor-client communication or due to statutory provisions

prohibiting such disclosure.

6. TI-llS COURT ORDERS that if any Records arc stored or otherwise contained on a

computer or other electronic system of information storage, whether by independent service

provider or otherwise, all Persons in possession ot· control of such Records shall forthwith give

unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully

copy all of the information contained therein whether by way of printing the information onto

paper or making copies of computer disks or such other manner of retrieving and copying the

inf01mation as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy

any Records without the prior written consent of the Receiver. Further, for the purposes of this

paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate

access to the information in the Records as the Receiver may in its discretion require including

providing the Receiver with instructions on the use of any computer or other system and

providing the Receiver with any and all access codes, account names and account numbers that

may be required to gain access to the information.

7. THIS COURT ORDERS that the Receiver shall provide each of the relevant landlords

with notice of the Receiver's intention to remove any fixtures from any leased premises at least

seven (7) days prior to the date of the intended removal. The relevant landlord shall be entitled

to have a representative p1·esent in the leased premises to obse1·ve such removal and, if the

landlord disputes the Receiver's entitlement to remove any such fixture under the provisions of

the lease, such fixture shall remain on the premises and shall be dealt with as agreed between any

applicable secured creditors, such landlord and the Receiver, or by further Order of this Cou11

-7-

upon application by the Receiver on at least two (2) days notice to such landlord and any such

secured creditors.

NO t>ROCEEDINGS AGAINST THE RECEIVER

8. THIS COURT ORDERS that no proceeding or enforcement process in any court or

tribunal (each, a ;'Proceeding"), shall be commenced or continued against the Receiver except

with the written consent of the Receiver or with leave of this Court.

NO PROCEEDINGS AGAINST THE DEBTORS OR THE PROPERTY

9. THIS COURT ORDERS that no Proceeding against or in respect of the Debtors or the

Property shall be commenced or continued except with the written consent of the Receiver or

with leave of this Court and any and all Proceedings currently under way against or in respect of

the Debtors or the Property are hereby stayed and suspended pending further Order of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

I 0. THIS COURT ORDERS that all rights and remedies against the Debtors, the Receiver, or

allecting the Property, are hereby stayed and suspended except with the written consent of the

Receiver or leave of this Court, provided however that this stay and suspension does not apply in

respect or any "eligible financial contract" as defined in the BJA, and further provided that

nothing in this paragraph shall (i) empower the Receiver or the Debtors to carry on any business

which the Debtors are not lawfully entitled to catTy on, (ii) exempt the Receiver or the Debtors

from compliance with statutory or regulatory provisions relating to health, safety or the

environment, (iii) prevent the filing of any registration to preserve or perfect a security interest,

or (iv) prevent the registration of a claim for lien.

NO INTERFERENCE WITH THE RECEIVER

11. TI·IIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere

with, repudiate, terminate or cease to perform any right, renewal right, contract, agreement,

licence or permit in favour of or held by the Debtors, without written consent of the Receiver or

leave of this Court.

- 8-

CONTINUATION OF SERVICES

12. TI-llS COURT ORDERS that all Persons having oral or written agreements with the

Debtors or statutory or regulatory mandates for the supply of goods and/or services, including

without limitation, all computer software, communication and other data services, centralized

banking services, payroll services, insurance, transportation services, utility or other services to

the Debtors are hereby restrained until further Order of this Court from discontinuing, altering,

interfering with or terminating the supply of such goods or services as may be required by the

Receiver, and that the Receiver shall be entitled to the continued use of the Debtors' current

telephone numbers, facsimile numbers, intemet addresses and domain names, provided in each

case that the normal prices or charges for all such goods or services received afler the date of this

Order arc paid by the Receiver in accordance with nom1al payment practices of the Debtors or

such other practices as may be agreed upon by the supplier 01· service provider and the Receiver,

or as may be ordered by this Court.

RECEIVER TO HOLD FUNDS

13. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of

payments received or collected by the Receiver from and alter the making of this Order from any

source whatsoever, including without limitation the sale of all or any of the Property and the

collection of any accounts receivable in whole or in pat1, whether in existence on the date of this

Order or hereafter coming into existence, shall be deposited into one or more new accounts to be

opened by the Receiver (the "l)ost Receivership Accounts") and the monies standing to the

credit of such Post Receivership Accounts from time to time, net of any disbursements provided

for herein, shall be held by the Receiver to be paid in accordance with the terms of this Orde1· or

any further Order of this Court.

EMPLOYEES

14. THIS COURT ORDERS that all employees of the Debtors shall remain the employees of

the Debtors until such time as the Receiver, on the Debtors' behalf, may tern1inate the

employment of such employees. The Receiver shall not be liable for any employee-related

liabilities, including any successor employer liabilities as provided for in section 14.06(1.2) of

the BIA, other than such amounts as the Receiver may specifically agree in writing to pay, or in

- 9-

respect of its obligations under sections 81.4(5) or 81.6{3) of the BIA or under the Wage Earner

Protection Program Act.

PIPED A

15. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and E/eclronic Documenls Act, the Receiver shall disclose personal

infonnation of identifiable individuals to prospective purchasers or bidders for the Property and

to their advisors, but only to the extent desirable or required to negotiate and attempt to complete

one 01· more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to

whom such personal information is disclosed shall maintain and protect the privacy of such

information and limit the use of such infonnation to its evaluation of the Sale, and if it docs not

complete a Sale, shall return all such information to the Receiver, or in the alternative destroy all

such information. The purchaser of any Property shall be entitled to continue to use the personal

information provided to it, and related to the Property purchased, in a manner which is in all

material respects identical to the prior use of such information by the Debtors, and shall return all

other personal information to the Receiver, or ensure that all other personal information is

destroyed.

LIMITATION ON ENVIRONMENTAL LIABILITIES

16. Tl·JlS COURT ORDERS that nothing herein contained shall require the Receiver to

occupy or to take control, care, charge, possession or management (separately and/or

collectively, "Possession") of any of the Property that might be environmentally contaminated,

might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release

or deposit of a substance contrary to any Jederal, provincial or other law respecting the

protection, conservation, enhancement, remediation or rehabilitation of the environment or

relating to the disposal of waste or other contamination including, without limitation, the

Canadian Environmental Prolec/ion Acl, the Ontario Environmental Proteclion Act, the Ontario

Water Resources Act, or the Ontatio Occupalional Health and Safety Acl and regulations

thereunder (the "Environmental Legislation"), provided however that nothing herein shall

exempt the Receiver from any duty to repo11 or make disclosure imposed by applicable

Environmental Legislation. The Receiver shall not, as a result of this Order or anything done in

- 10-

pursuance of the Receiver's duties and powers under this Order, be deemed to be in Possession of

any of the Property within the meaning of any Environmental Legislation, unless it is actually in

possession.

LIMITATION ON THE RECEIVER'S LIABILITY

17. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result

of its appointment or the carrying out the provisions of this Order, save and except for any gross

negligence or wilful misconduct on its pa11, or in respect of its obligations under sections 81.4(5)

or 81.6(3) of the BIA or under the Wage Earner Protection Program Act. Nothing in this Order

shall derogate from the protections afforded the Receiver by section 14.06 of the BIA or by any

other applicable legislation.

RECEIVER'S ACCOUNTS

18. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid their

reasonable fees and disbursements, in each case at their standard rates and charges unless

otherwise ordered by the Colll'l on the passing of accounts, and that the Receiver and counsel to

the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on

the Property~ as security tor such fees and disbursements, both before and after the making of

this Order in respect of these proceedings, and that the Receiver's Charge shall form a first

charge on the Property in priority to all security interests, trusts, liens, charges and

encumbrances, statutory or otherwise, in favour of any Person, but subject to sections 14.06(7),

81.4(4), and 81.6(2) ofthe BIA.

19. THIS COURT ORDERS that the Receiver and its legal counsel shall pass its accounts

from time to time, and for this purpose the accounts of the Receiver and its legal counsel are

hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice.

20. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at

liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its

fees and disbursements, including legal fees and disbursements, incurred at the standard rates

and charges of the Receiver or its counsel, and such amounts shall constitute advances against its

remuneration and disbursements when and as approved by this Cotll1.

- II -

FUNDING OF THE RECEIVERSHIP

21. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to

borrow by way of a revolving credit or otherwise, such monies from time to time as it may

consider necessary or desirable, provided that the outstanding principal amount does not exceed

$250,000 (or such greater amount as this Court may by further Order authorize) at any time, at

such rate or rates of interest as it deems advisable for such period or periods of time as it may

arrange, for the purpose of funding the exercise of the powers and duties conferred upon the

Receive•· by this Order, including interim expenditmes. The whole of the Property shall be and

is hereby charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge")

as security for the payment of the monies borrowed, together with interest and charges thereon,

in priority to all security interests, trusts, liens, charges and encumbrances, statutory or

otherwise, in favour of any Person, but subordinate in priority to the Receiver's Charge and the

charges as set out in sections 14.06(7), 81.4(4), and 81.6(2) ofthe BIA.

22. TI-llS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other

security granted by the Receiver in connection with its borrowings under this Order shall be

enforced without leave of this Court.

23. TI-llS COURT ORDERS that the Receiver is at libetiy and authorized to issue certificates

substantially in the form annexed as Schedule "A" hereto (the "Receiver's Certificates") for any

amount bon·owed by it pursuant to this Order.

24. TI·IIS COURT ORDERS that the monies from time to time borrowed by the Receiver

pursuant to this Order or any further order of this Court and any and all Receiver's Certificates

evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed

to by the holders of any prior issued Receiver's Certificates.

SERVICE AND NOTICE

25. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the

"'Protocol") is approved and adopted by reference herein and, in this proceeding, the service of

documents made in accordance with the Protocol (which can be found on the Commercial List

website at http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/e-service-

- 12-

protocol/) shall be valid and effective service. Subject to Rule 17.05 this Order shall constitute

an order for substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to

Rule 3.01(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of

documents in accordance with the Protocol will be effective on transmission. This Court further

orders that a Case Website shall be established in accordance with the Protocol with the

following URL: <www.bdo.ca/oceanlinksys>.

26. THIS COURT ORDERS that if the service or distribution of documents in accordance

with the Protocol is not practicable, the Receiver is at liberty to serve or distribute this Order, any

other materials and orders in these proceedings, any notices or other correspondence, by

forwarding true copies thereof by prepaid ordinary mail, comier, personal delivery or facsimile

transmission to the Debtors' creditors or other interested parties at their respective addresses as

last shown on the records of the Debtms and that any such service or distribution by courier,

personal delivery or facsimile transmission shall be deemed to be received on the next business

day following the date of torwarding thereat: or if sent by ordinary mail, on the third business

day after mailing.

GENERAL

27. THIS COURT ORDERS that the Receiver may fi·om time to time apply to this Court for

advice and directions in the discharge of its powers and duties hereunder.

28. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver lrom acting

as a trustee in bankruptcy ofthe Debtors.

29. THIS COURT ORDERS that Ontario Ministry of Govemment Service shall register this

Order against the title of the real property municipally known as 86-88 Fenmar Drive, North

York. and more specifically described as PIN: 10298-0021 LT; Legal Description: PT BLK C

PL 5935 NORTH YORK AS IN TB959670; TORONTO (N YORK), CITY OF TORONTO.

30. THIS COURT HEREBY REQUESTS the aid and recognition or any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in the United States to give

effect to this Order and to assist the Receiver and its agents in caiTying out the terms of this

Order. All cou11s, tribunals, regulatory and administrative bodies are hereby respectfully

- 13-

requested to make such orders and to provide such assistance to the Receiver, as an officer of this

Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and

its agents in carrying out the terms of this Order.

31. TI-llS COURT ORDERS that the Receiver be at liberty and is hereby authorized and

empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,

for the recognition of this Order and ibr assistance in carrying out the terms of this Order, and

that the Receiver is authorized and empowered to act as a representative in respect of the within

proceedings for the purpose of having these proceedings recognized in a jurisdiction outside

Canada.

32. TI·IIS COURT ORDERS that the Plaintiff shall have its costs of this motion, up to and

including entry and service of this Order, provided for by the terms of the Plaintiffs security or,

if not so provided by the Plaintiffs security, then on a substantial indemnity basis to be paid by

the Receiver from the Debtors' estate with such priority and at such time as this Court may

determine.

33. TI·IIS COURT ORDERS that any interested party may apply to this Cou11 to vary or

amend this Order on not less than seven (7) days' notice to the Receiver and to any other pa11y

likely to be affected by the order sought or upon such other notice, if any, as this Court may

order.

JU~I Z 3 7.015

~V?

SCHEDULE "A"

RECEIVER CERTIFICATE

CERTIHCATE NO.-----

AMOUNT$ ______________ _

1. THIS IS TO CERTIFY that BDO Canada Limited, the receiver (the "Receiver") of the

assets, undertakings and properties Ocean Linksys Inc. and 220432 I Ontario Inc. acquired for, or

used in relation to a business carried on by the Debtors, including all proceeds thereof

(collectively, the "Property") appointed by Order of the Ontario Superior Court of Justice

(Commercial List) (the "Cout1") dated the_ day of , 20_ (the "Order") made in an

action having Com1 file number _-CL- • has received as such Receiver fmm the holder

of this cettificate (the '"Lender") the principal sum of $ , being part of the total

principal sum of $250,000 which the Receiver is authorized to borrow under and pursuant to the

Order.

2. The principal sum evidenced by this certi licate is payable on demand by the Lender with

interest thereon calculated and compounded [daily][monthly not in advance on the day

of each month] after the date hereof at a notional rate per annum equal to the rate of per

cent above the prilue commercial lending rate of Bank of ____ from time to time.

3. Such principal sum with interest thereon is, by the terms of the Order, together with the

principal sums and interest thereon of all other cet1i1icates issued by the Receiver pursuant to the

Order or to any further order of the Court, a charge upon the whole of the Property, in priority to

the security interests of any other person, but subject to the priority of the charges set out in the

Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself

out of such Property in respect of its remuneration and expenses.

4. All sums payable in respect of principal and interest under this certificate are payable at

the main office of the Lender at Toronto, Ontario.

S. Until all liability in respect of this certificate has been terminated, no certificates creating

charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver

-2-

to any person other than the holder of this certificate without the prior written consent of the

holder of this certificate.

6. The charge securing this certificate shall operate so as to permit the Receiver to deal with

the Prope1ty as authorized by the Order and as authorized by any further or other order of the

Court.

7. The Receiver does not undertake, and it is not under any personal liability, ~o pay any

sum in respect ofwhich it may issue certificates under the terms of the Order.

DATED the __ day of _____ , 2015.

BOO Canada Limited, solely in its capacity as Receiver ofthe Property, and not in its personal capacity

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Appendix "B"

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·.-

Court File No. CV-15-10969-00CL


(COMMERCIAL LIST)

THE HONOURABLE f\1\ Q...

JUSTICE N E:w"Bou. \.. b

)

)

)

MONDAY, THE 26 ii-

DAY OF OCTOBER, 2015

IN THE MA ITER OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c.B-3, AS AMENDED


BETWEEN:

HSBC BANK CANADA

-and-


APPROVAL AND VESTING ORDER

Applicant

Respondents

THIS MOTION, made by BOO CANADA LIMITED in its capacity as the Court

appointed receiver (the "Receiver") of the undertaking, property and assets of Ocean Linksys Inc.

and 2204321 Ontario Inc. (the "Debtors") for an order approving the sale transaction (the

"Transaction") contemplated by an agreement of purchase and sale (the "Sale Agreement")

between the Receiver and Ramesh Patel in trust for a corp~tion to be incorporated (the

"Purchaser") dated August10, 2015 as amended on September 8, 2015, and appended to the First

Report of the Receiver dated October 15, 2015 (the "Report"), and vesting in the Purchaser the

Debtors' right, title and interest in and to the assets described in the Sale Agreement (the

"Purchased Assets"), was heard this day at 330 University Avenue, Toronto, Ontario.

-2-

ON READING the Report and on hearing the submissions of counsel for the Receiver , HSBC Bank Canad~ no one appearing for any other person on the service list, although properly

served as appears from the affidavit of Edna Domingues de Araujo sworn October 19, 2015 filed:

1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved, and

the execution of the Sale Agreement by the Receiver is hereby authorized and approved, with

such minor amendments as the Receiver may deem necessary. The Receiver is hereby

authorized and directed to take such additional steps and execute such additional documents as

may be necessary or desirable for the completion of the Transaction and for the conveyance of

the Purchased Assets to the Purchaser.

2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver's

certificate to the Purchaser substantially in the form attached as Schedule A hereto (the 11Receiver•s Certificate11

), all of the Debtors• right, title and interest in and to the Purchased Assets

described in the Sale Agreement and listed on Schedule B hereto shall vest absolutely in the

Purchaser, free and clear of and from any and all security interests (whether contractual,

statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual,

statutory, or otherwise), liens, executions, levies, charges, or other financial or monetary claims,

whether or not they have attached or been perfected, registered or filed and whether secured,

unsecured or otherwise (collectively, the 11Claims11) including, without limiting the generality of

the foregoing: (i) any encumbrances or charges created by the Order of the Honourable Justice

Wilton-Siegel dated June 23, 2015; (ii) all charges, security interests or claims evidenced by

registrations pursuant to the Personal Property Security Act (Ontario) or any other personal

property registry system; and (iii) those Claims listed on Schedule C hereto (all of which are

collectively referred to as the 11Encumbrances11, which term shall not include the permitted

encumbrances, easements and restrictive covenants listed on Schedule D) and, for greater

certainty, this Court orders that all of the Encumbrances affecting or relating to the Purchased

Assets are hereby expunged and discharged as against the Purchased Assets.

3. THIS COURT ORDERS that the Confidential Appendices 1-6 to the First Report of the

Receiver shall be segregated from other documents filed in connection with this motion and shall

- 3-

be sealed until the filing with the Court of the Receiver's Certificate in relation to the sale of the

Purchased Assets contemplated by this Order or upon further Order of the Court.

4. THIS COURT ORDERS that upon the registration in the Land Registry Office for the

Registry Division of York Region of an Application for Vesting Order in the form prescribed by

the Land Titles Act and/or the Land Registration Reform Act, the Land Registrar is hereby

directed to enter the Purchaser as the owner of the subject real property identified in Schedule B

hereto (the "Real Property") in fee simple, and is hereby directed to delete and expunge from

title to the Real Property all of the Claims listed in Schedule C hereto.

5. THIS COURT ORDERS that for the purposes of determining the nature and priority of

Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead

of the Purchased Assets, and that from and after the delivery of the Receiver's Certificate all

Claims and Encumbrances shall attach to the net proceeds from the sale of the Purchased Assets

with the same priority as they had with respect to the Purchased Assets immediately prior to the

sale, as if the Purchased Assets had not been sold and remained in the possession or control of

the person having that possession or control immediately prior to the sale.

6. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of

the Receiver's Certificate, forthwith after delivery thereof.

7. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these proceedings;

(b) any applications for a bankruptcy order now or hereafter issued pursuant to the

Bankruptcy and Insolvency Act (Canada) in respect of the Debtors and any

bankruptcy order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect of the Debtors;

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on

any trustee in bankruptcy that may be appointed in respect of the Debtors and shall not be void or

voidable by creditors of the Debtors, nor shall it constitute nor be deemed to be a fraudulent

- 4-

preference, assignment, fraudulent conveyance, transfer at undervalue, or other reviewable

transaction under the Bankruptcy and Insolvency Act (Canada) or any other applicable federal or

provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant

to any applicable federal or provincial legislation.

8. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the

application of the Bulk Sales Act (Ontario).

9. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in the United States to give

effect to this Order and to assist the Receiver and its agents in carrying out the tenns of this

Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully

requested to make such orders and to provide such assistance to the Receiver, as an officer of this

Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and

its agents in carrying out the terms of this Order.

ENTERED AT IINSCAIT A TORONTO ON/BOOK NO: LEI DANS LE REGISTRE NO.:

fti) OCT 2 6 2015

~"-·

Schedule A- Form of Receiver's Certificate

Court File No. CV15-10969-00CL


(COMMERCIAL LIST)

IN THE MA TIER OF THE BANKRUPTCY AND INSOLVENCY ACT, RS.C. 1985, c.B-3, AS AMENDED


BETWEEN:

HSBC BANK CANADA

-and-


RECEIVER'S CERTIFICATE

RECITALS

Applicant

Respondents

A. Pursuant to an Order of the Honourable Wilton-Siegel of the Ontario Superior Court of

Justice (the "Court") dated June 23, 2015, BDO CANADA LIMITED was appointed as the

receiver (the "Receiver") of the undertaking, property and assets of Ocean Linksys Inc. and

2204321 Ontario Inc. (the "Debtors").

B. Pursuant to an Order of the Court dated [DATE], the Court approved the agreement of

purchase and sale made as of August 10, 2015 as amended on September 8, 2015, (the "Sale

Agreement") between the Receiver and Ramesh Patel in trust (the "Purchaser") and provided for

the vesting in the Purchaser of the Debtors' right, title and interest in and to the Purchased Assets,

which vesting is to be effective with respect to the Purchased Assets upon the delivery by the

Receiver to the Purchaser of a certificate confirming (i) the payment by the Purchaser of the

-2-

Purchase Price for the Purchased Assets; (ii) that the conditions to Closing as set out in sections

5, 7, 9 of the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser;

and (iii) the Transaction has been completed to the satisfaction of the Receiver.

C. Unless otherwise indicated herein, tenns with initial capitals have the meanings set out in

the Sale Agreement.

THE RECEIVER CERTIFIES the following:

I. The Purchaser has paid and the Receiver has received the Purchase Price for the

Purchased Assets payable on the Closing Date pursuant to the Sale Agreement;

2. The conditions to Closing as set out in section 5, 7, 9 of the Sale Agreement have been

satisfied or waived by the Receiver and the Purchaser; and

3. The Transaction has been completed to the satisfaction of the Receiver.

4. This Certificate was delivered by the Receiver at ___ [TIME] on ___ [DATE).

BDO CANADA LIMITED, in its capacity as Receiver of the undertaking, property and assets of Ocean Linksys Inc. and 2204321 Ontario Inc., and not in its personal capacity

Per:

Name: Title:

Schedule B- Purchased Assets

All of the Debtors' right, title and interest in and to the assets listed in the Sale Agreement including, without limitation the following real property:

The property legally described as PT BLK C PL 5935 North York AS IN TB959670; TORONTO (N YORK), CITY OF TORONTO, being all of PIN 10298-0021 (L T) and municipally known as 86-88 Fenmar Drive, Toronto, Ontario.

Schedule C- Claims to be deleted and expunged from title to Real Property

I. Instrument No. AT2916594 being a Charge/Mortgage registered Janumy 11, 2012 in favour of HSBC Bank Canada.

2. Instrument No. A T2916609 being a Notice of Assignment of Rents - General registered January 11,2012 in favour ofHSBC Bank Canada.

3. Instrument No. AT3926749 being the Order of the Ontario Superior Court of Justice appointing the Receiver.

Schedule D - Permitted Encumbrances, Easements and Restrictive Covenants related to the Real Property

(unaffected by the Vesting Order)

1. All of the instruments set out in Schedule "B"

2. Any reservations, restrictions, rights of way, easements or covenants that run with the Real Property.

3. Any registered agreements with a municipality of a supplier of utility service including, without limitation, electricity, water, sewage, gas, telephone or cable television or other telecommunication service.

4. All laws, by-laws and regulations and all outstanding work orders, deficiency notices and notices of violation affecting the Real Property.

5. Any minor easements for the supply of utility service to the Real Property or adjacent properties.

6. Encroachments disclosed by any errors or omissions in existing surveys of the Real Property or neighbouring properties and any title defect, encroachment or breach of a zoning or property by-law or any other applicable law, by-law or regulation which might be disclosed by a more up-to-date survey of the Real Property and survey matters generally.

7. The exceptions and qualifications set forth in the Land Titles Act.

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Appendix "C"


31-457963


(COMMERCIAL LIST)



HSBC BANK CANADA

·and·

OCEAN UNKSYS INC. and 2204321 ONTARIO INC.

FIRST REPORT OF BOO CANADA LIMITED, IN ITS CAPACITY AS COURT APPOINTED RECEIVER

October 15, 2015

Applicant

Respondents

-2-

INTRODUCTION AND BACKGROUND ...... : ..........................................•............................. 4

Introduction ......•.........................................................................................................•..... 4

Purpose of this Report ..................................................................................................... 4

Disclaimer ........................................................................................................................... 5

Background ........................................................................................................................ 5

ACTIVITIES OF THE RECEIVER ......................................................................................... 7

Marketing and Sale of the Real Property ..............................................•...................... 8

Personal Property Assets .............................................................................................. 11

Security Opinion ............................................................................................................. 12

Leased/Financed Equipment ........................................................................................ 13

Leased Vehicles .............................................................................................................. 13

Tenant Leasing Commercial Parking Area ................................................................. 14

Receiver,s Borrowings ................................................................................................... 14

DEEMED TRUST /PRIORITY CLAIMS ............................................................................... 14

220 Claims ..........................•............................................................................................ 14

Ocean Claims .................................................................................................................. 15

DISTRIBUTION .................................................................................................................. 16

Proposed Interim Distribution ...................................................................................... 16

CONFIDENTIALITY OF THE SALE PROCESS .................................................................. 16

FEES AND DISBURSEMENTS ............................................................................................ 17

RECOMMENDATIONS ....................................................................................................... 18

APPENDICES

A Receivership Order dated June 23, 2015

B Affidavit of Cheryl Lee sworn May 20, 2015

C Correspondence dated September 23 and October 8, 2015

D Security Opinion of Baker ft McKenzie LLP

E CRA Deemed Trust Claim

F Property Tax Notice

G Receiver's Fee Affidavit

H Baker ft McKenzie Fee Affidavit

-3-

CONFIDENTIAL APPENDICES

1 Summary of Listing Proposal 8: Copies of Listing Proposals

2 Real Estate Appraisal dated July 17, 2015

3 Habbaky Offer

4 Phase 1 Environmental Report

5 Agreement of Purchase and Sale 8: Amending Agreement

6 Colliers Marketing Activity Results·

-4-

INTRODUCTION AND BACKGROUND

Introduction

1. By Order of the Honourable Justice Wilton-Siegel of the Superior Court of Justice

(the "Court") dated June 23, 2015 (the "Receivership Order") BOO was appointed as

Receiver and Manager (the "Receiver") without security, of all of the assets, properties

and undertakings of Ocean Linksys Inc. ("Ocean") and 2204321 Ontario Inc. ("220" and

collectively with Ocean, the "Debtors"). A copy of the Receivership Order is included

hereto as Appendix A.

Purpose of this Report

2. The purposes of the First Report of the Receiver dated October 15, 2015 (the

"First Report") are to:

a) seek the Court's approval of the First Report and the activities of

the Receiver set out herein;

b) seek the Court's approval of the Purchase and Sale Agreement dated

August 1 0, 2015 and corresponding Amending Agreement dated

September 8, 2015 entered into between the Receiver and "Ramesh

Patel in trust for a company to be incorporated" (the "Purchaser")

for the purchase and sale of the property municipally known as 86-

88 Fenmar Drive, Toronto, ON (the ''Real Property") and the

completion of the sale transaction contemplated thereunder (the

"Sale Agreement");

c) pursuant to the Sale Agreement, seek the Court's approval of the

vesting of 220's right, title and interest in the Real Property in and

to the Purchaser;

d) seek the Court's approval of the sealing of Confidential Appendices

1 to 6 pending closing of the transaction contemplated under the

Sale Agreement to preserve the integrity of the sale process;

Disclaimer

-5-

e) seek the Court's approval to make an interim distribution of the net

sale proceeds from the sale of the Real Property to the first

mortgagee, HSBC Bank Canada ("HSBC" or the "Bank"); and

f) seek the Court's approval of the fees and disbursements of the

Receiver and its counsel, Baker & McKenzie LLP ("Baker"), as set

out herein.

3. This First Report is prepared solely for the use of the Court, for the purpose of

assisting the Court in making a determination whether to approve the marketing and

sale of the Real Property, and other relief being sought.

4. Unless otherwise stated, all monetary amounts contained in this First Report are

expressed in Canadian dollars.

Background

5. The Debtors are incorporated pursuant to the Ontario Business Corporations Act.

Ocean carried out a commercial fish and seafood packaging, storage and wholesale

business in Toronto from the Real Property. 220 is a non-operating entity that owns the

Real Property and received rent from Ocean.

6. The Receiver understands that Ocean ceased business operations prior to the

receivership in or around September 2014. At the time the Receiver took possession

and control of the Real Property, the building was vacant except for certain personal

property assets (discussed below) and there were limited books and records on site.

7. HSBC is the senior secured lender of the Debtors pursuant to credit facilities

letters dated January 7, 2015 (the "Ocean Facilities"), and September 19, 2014 (the

"220 Facility" and together with the Ocean Facilities, the "Credit Facilities").

-6-

8. From January 2015 to March 31, 2015, 220 made unauthorized drawings upon its

current account thereby creating an unauthorized overdraft on the account of

$35,704.66 (the "Unauthorized Overdraft") as detailed in the Affidavit of Cheryl Lee

dated May 20, 2015.

9. As at March 31, 2015, the Debtors were indebted to HSBC under the Credit

Facilities, including interest and the Unauthorized Overdraft, for the amounts of shown

below:

CREDIT FACILITIES SUMMARY:

Ocean Fadlities

220 Facility

Totals

Canadian

Funds

s 800,646

1,229,241

s 2,029,887

US Funds

s 520,889

s 520,889

10. As security for the Ocean Facilities, 220 provided HSBC a guarantee of the

obligations of Ocean in the maximum principal amount of $1,088,800 (the "220

Guarantee"). Similarly, as security for the 220 Facility, Ocean provided HSBC a

guarantee of the obligations of 220 in the maximum principal amount of $1 ,430,000 (the

"Ocean Guarantee", and together with the 220 Guarantee, the "Cross Guarantees").

11. The Credit Facilities are secured by among other things, General Security

Agreements granted by Ocean and 220 to the Bank, General Assignment of Book Debts

granted by Ocean to the Bank, and a Chattel Mortgage granted by Ocean to the Bank

(collectively the "HSBC Security"). The HSBC Security is registered under the Personal

Property Security Act (Ontario) ("PPSA").

-7-

12. The Credit Facilities are further secured by a Demand Collateral

Mortgage/Charge in the principal amount of $2,519,000 granted by 220 to the Bank and

registered against the Real Property on January 11, 2012 (the "Mortgage") and by an

Assignment of Rents granted by 220 to the Bank.

13. Further background facts on the enforcement steps taken by the Bank and the

circumstances leading to the receivership proceedings are contained in the Affidavit of

Cheryl Lee sworn May 20, 2015 in support of the receivership application. A copy of this

Affidavit is appended hereto as Appendix B (without exhibits).

ACTIVITIES OF THE RECEIVER

14. Pursuant to the Receivership Order, the following is a summary of the activities

of the Receiver:

(a) corresponding with the Debtors and their counsel to locate the available

books and records;

(b) preparing and issuing the prescribed Notices and Statements of the Receiver

pursuant to sections 245 (1) and 246 (1) of the Bankruptcy and Insolvency

Act, which were forwarded to the Office of the Superintendent of Bankruptcy

and the known creditors;

(c) setting up a case website at www.bdo.ca/Oceanlinksys;

(d) corresponding with the tenant leasing the parking lot at the Real Property;

(e) arranging to insure the Real Property and personal property assets;

(f) arranging for an appraisal of the Real Property from Colliers International

Realty Advisors Inc. ("Colliers");

-8-

(g) arranging for an appraisal from Asset Appraisal of the personal property

assets located at the Real Property;

(h) obtaining listing proposals from four commercial real estate brokers to list

the Real Property for sale;

(i) arranging to set up utility accounts for the Real Property;

(j) arranging for audits of the Debtors' payroll and/or HST accounts as applicable

to be completed by Canada Revenue Agency ("CRA");

(k) arranging for the general clean-up, maintenance and mould remediation at

the Real Property;

(l) reviewing appraisals, environmental reports and other sources of information

to better understand the nature of the Real Property;

(m)arranging with HSBC to borrow money under Receiver's Certificates at the

same rate of interest as is being charged to the Debtors to fund receivership

administrative expenses;

(n) negotiating the sale of the Real Property with the Purchaser;

(o) corresponding with equipment lessors and arranging for the release of certain

equipment; and

(p) preparing the First Report.

Marketing and Sale of the Real Property

15. Among the powers set out in the Receivership Order, the Receiver is empowered

and authorized in Paragraph 3(j) to market any or all of the Debtors' property or any

part or parts thereof and to negotiate terms and conditions of sale as the Receiver in its

discretion may deem appropriate.

-9-

16. Further to this end, the Receiver obtained four listing proposals from the

following commercial brokers:

i. Avison Young;

ii. Cushman ft Wakefield;

iii. Colliers; and

iv. CBRE Limited.

Each of the above listing proposals contain a suggested list price based on a property

comparable analysis, sale commission structure, proposed marketing efforts and

relevant experience. A table summarizing the salient details of the listing proposals

together with copies of the proposals is included hereto as Confidential Appendix 1.

17. Additionally, the Receiver engaged Colliers to provide the Receiver with an

appraisal of the Real Property (the "Real Estate Appraisal,.). A copy of the Real Estate

Appraisal dated July 17, 2015 is attached hereto as Confidential Appendix 2.

18. The Receiver received an offer from the Purchaser dated July 27, 2015 for the

Real Property through Colliers before the Real Property was listed for sale. Given that

the offer was reasonable in comparison with values reported in the Real Estate Appraisal

and the listing proposals received, the Receiver negotiated an agreement of purchase

and sale dated August 10, 2015 (the "Purchase and Sale Agreement") with the

Purchaser and signed a listing agreement with Colliers listing the property for sale at

$1.895 million as recommended by Colliers in its listing proposal.

19. Among other conditions, the Purchase and Sale Agreement provided the

Purchaser with a 30 day due diligence period and allowed the Receiver to continue to

market the Real Property for sale until September 30, 2015 so as to be able to expose

-10-

the Real Property to the market for a period of time. The Purchase and Sale Agreement

also provided for the Receiver to be able to accept a superior offer for the Real Property

up to September 30, 2015 with the Purchaser having the right to match any superior

offer received by the Receiver.

20. A second offer was received from Tony Habbaky for the Real Property (the

"Habbaky Offer") which was substantially lower than the Purchaser's offer. The

Habbaky Offer could not be negotiated to the price offered by the Purchaser and so the

Receiver allowed the Habbaky Offer to expire. A copy of the Habbaky Offer is included

hereto as Confidential Appendix 3.

21. In order to satisfy itself of the environmental condition of the Real Property, the

Purchaser engaged environmental consultant, Pinchin Ltd., to complete an

environmental site assessment. Due to a number of factors, the "Phase 1" report

recommended a "Phase 2" site assessment involving four boreholes at an estimated cost

of approximately $15,000. A copy of the "Phase 1" Environmental Report is included

hereto as Confidential Appendix 4.

22. Rather than conduct a "Phase 2" environmental assessment to determine the

nature and extent of any possible environmental contamination given uncertainty

created by the site's history, location and the surrounding uses of nearby properties,

the Purchaser and the Receiver opted to negotiate a purchase price reduction in

exchange for the Purchaser waiving its due diligence conditions.

23. The purchase price was adjusted downward by $50,000 and the Purchaser waived

its due diligence conditions pursuant to an Amending Agreement dated September 8,

2015 (the "Amending Agreement"). The Receiver now has a binding agreement which

-11-

is subject to the granting by the Court of an Approval and Vesting Order (the "Vesting

Order") vesting 220's right, title and interest in and to the Real Property and certain

personal property assets on site with limited value to the Purchaser free and clear of

any other interests or encumbrances. A copy of the Sale Agreement is attached hereto

as Confidential Appendix 5.

24. Attached hereto as Confidential Appendix 6, is Colliers' marketing and activity

reports. The marketing and activity reports show that during the period the Real

Property was listed for sale with Colliers that there were 19 expressions of interest, 11

site tours ultimately resulting in 2 offers. Given the circumstances, the Receiver's view

is that the Real Property was sufficiently exposed to the market for a reasonable period

of time.

25. The sale price set out in the Sale Agreement is reasonable compared to the values

reported in the Real Estate Appraisal and listing proposals. Accordingly, the Receiver

recommends that the Court approve the Sale Agreement and the completion of the sale

transaction contemplated thereunder.

26. HSBC, the senior secured creditor and first mortgagee, supports the Receiver's

motion to have the sale of the Real Property approved by the Court.

Personal Property Assets

27. The Receiver is in possession of limited books and records of the Debtors. As

noted above, the Receiver has attempted to contact the principals of the Debtors

directly and through their counsel in an effort to recover copies of the books and

records. To date, there has been no response to this correspondence which is attached

as Appendix C.

-12-

28. The Receiver has limited and out of date accounts receivable reports that were

submitted to HSBC by Ocean prior to the receivership appointment, but more records of

the Debtors are required in order to verify the accuracy of the accounts receivable

reports submitted to HSBC which only contains names and no addresses for the

customers of Ocean. It is the Receiver's view that the principals of the Debtors are not

cooperative and will not produce the books and records unless compelled to do so. On

this issue, the Receiver has consulted with HSBC which does not believe that further

actions by the Receiver to pursue the principals will be worth the expenses entailed.

29. At the date of the Receivership there was equipment owned by Ocean located at

the Real Property.

30. The Receiver arranged for an appraisal of the equipment by Asset Appraisal. A

copy of the appraisal completed by Asset Appraisal is included hereto as Confidential

Appendix 6.

31. More than half of the combined appraised value of $32,350 attributed to the

equipment owned by Ocean relates to equipment financed by LiftCapital Corporation

("LiftCapital"). The equipment financed by LiftCapital was returned to the equipment

financier as described below. The remaining assets owned by Ocean consist mainly of

freezer units and associated equipment.

Security Opinion

32. The Receiver engaged Baker as independent legal counsel and requested that it

provide the Receiver with a security opinion on the validity and enforceability of the

HSBC Security and Mortgage. The Receiver received a security opinion from Baker,

which subject to the assumptions and qualifications set out in the security opinion of

-13-

Baker, confirms the validity and enforceability of the HSBC Security and the Mortgage.

A copy of the Baker security opinion is attached hereto as Appendix D. Aside from

perfected Purchase Money Security Interests e'PMSI") in certain equipment and vehicle

leases, HSBC appears, subject to the assumptions and qualifications set out in the

seqJrity opinion, to have a valid and enforceable security interest registered first in

time under the PPSA against the Debtors' assets.

Leased/Financed Equipment

33. The Receiver was contacted by LiftCapital claiming that it had perfected PMSI's

in 3 pieces of equipment located at the Real Property specifically, a Toyota Pallet Truck,

Toyota Forklift and a charger (the "Toyota Units"). The Receiver had its counsel review

the lease/financing agreements for the Toyota Units and received legal advice that

LiftCapital had perfected PMSI's which ranked ahead of HSBC's Security. Furthermore,

the payout values provided by LiftCapital for the Toyota Units were significantly higher

than what the appraiser had estimated their resale value to be. As a result, the Receiver

relinquished possession of the Toyota Units to LiftCapital as requested.

Leased Vehicles

34. The Receiver identified 2 vehicles, a 2010 BMW X5M ("BMW") and 2014 Ford

Escape ("Escape"), leased to Ocean following a review of a PPSA search conducted in

the name of Ocean. The Receiver understands that subsequent to the receivership,

BMW Canada Inc. has since removed its PPSA registration against Ocean as the BMW was

either returned or the lease transferred to a third party. Additionally, the Receiver

contacted Ford Credit and is advised that the lease for the Escape has been transferred

to a third party and that Ford Credit will be removing its PPSA registration against Ocean

in the near future.

-14-

Tenant Leasing Commercial Parking Area

35. After its appointment, the Receiver contacted J.P. Paving Company Inc., which

the Receiver determined was leasing the parking lot at the Real Property and confirmed

that rental payments were current. On July 29, 2015, the tenant provided 60 days

written notice that it intended to vacate the parking lot and did so on September 30,

2015. Under the terms of the lease agreement dated December 1, 2013, the tenant is

required to pave the parking lot once it vacated the Real Property. In total, the Receiver

collected two month's rent totaling $1,808, including taxes from the tenant.

Receiver's Borrowings

36. At the onset of the receivership proceeding, the Receiver borrowed $16,243.75

from HSBC through the issuance of a Receiver's certificate to cover ongoing receivership

administrative expenses, including insurance premiums, property maintenance costs

and costs to remediate mould found at the Real Property. The Receiver will need to

borrow additional funds to cover ongoing expenses until the sale of the Real Property

doses. The Receiver proposes to repay monies borrowed by it together with interest,

charged at the same rate being charged by HSBC to the Debtors, from the estate funds

prior to making any distributions as being requested below.

DEEMED TRUST /PRIORITY CLAIMS

220 Claims

37. The Receiver arranged for an HST audit of 220's available records and it appears

that 220 has not remitted GST/HST totalling $23,729. A copy of CRA's deemed trust

claim against 220 is included hereto as Appendix E.

-15-

38. Given that 220's HST arrears relate to amounts not remitted in calendar 2013

and 2014, the Receiver is advised by its counsel that the Mortgage registered in 2012 by

HSBC against the Real Property qualifies as a "prescribed security interest" under

subsection 222(4) of the Excise Tax Act and the Mortgage will have priority ahead of

CRA's deemed trust claim for outstanding HST. Essentially, failure by 220 to remit HST

did not benefit the mortgagee since the mortgage was registered before 220's HST

arrears arose.

39. The Receiver received a notice from the City of Toronto in respect of outstanding

property taxes owed by 220 totaling $128,809.18 (the "Property Tax Notice"). Any

outstanding property taxes will be paid in full directly from the proceeds from the sale

of the Real Property on closing. A copy of the Property Tax Notice is attached hereto

as Appendix F.

Ocean Claims

40. The Receiver arranged for both an HST and payroll audit of Ocean's records. The

Ocean audit results are pending and so the Receiver cannot comment on whether there

could be deemed trust claims filed against Ocean that would rank ahead of HSBC's

Security.

41. As noted above, the Receiver understands that Ocean ceased operations in or

around September 2014 which is more than 6 months before the granting of the

Receivership Order. As a result, it appears that none of Ocean's former employees

would qualify to file claims under the Wage Earner Protection Program Act ("WEPPA")

given that qualifying claims under the WEPPA must be for amounts owing within six

months next preceding the receivership proceedings by an employer to its former

employees.

-16-

42. Furthermore, none of Ocean's former employees have contacted the Receiver to

make any claims for unpaid wages, vacation pay, termination or severance pay.

Consequently, the Receiver is of the opinion that there is no outstanding vacation pay

owing by Ocean to any of its former employees that could be considered a deemed trust

pursuant to the Employment Standards Act (Ontario).

43. The Receiver is not aware and there appears to be no evidence in the available

records that any pension fund was set up on behalf of Ocean's former employees. The

Receiver therefore concludes that there will be no pension priority claim filed against

Ocean.

DISTRIBUTION

Proposed Interim Distribution

44. Recovery from all of the Debtors' assets are expected to yield a shortfall to HSBC.

45. In the event that this Honourable Court approves the sale of the Real Property,

the Receiver proposes making an interim distribution of the net sale proceeds from the

· sale of the Real Property. Accordingly, the Receiver proposes to distribute to: i) the

Receiver and Baker monies sufficient to cover the professional fees and disbursements

rendered in this matter as set out in the respective fee affidavits; and (ii) to HSBC, the

net sale proceeds from the sale of the Real Property, up to a maximum amount of 220's

indebtedness to the Bank (the ,.Interim Distributions").

CONFIDENTIALITY OF THE SALE PROCESS

46. The Receiver is of the view that it is appropriate that this Honourable Court order

the sealing of Confidential Appendices 1·6 pending the closing of the transaction

contemplated under the Sale Agreement, to prevent the information contained therein

-17-

from affecting the market prices for the Real Property in the event that the sale does

not close and the Receiver has to negotiate another sale agreement.

47. The Receiver is of the view that no party will be prejudiced if the information

contained in Confidential Appendices 1-6 remain sealed on this temporary basis.

FEES AND DISBURSEMENTS

48. Pursuant to the Receivership Order, the Receiver has provided services and

incurred disbursements which are more particularly described in the affidavit and

detailed invoices attached hereto as Appendix G.

49. The detailed time descriptions contained in the invoices provide a fair and

accurate description of the services provided and the amounts charged by BOO as

Receiver. Included with each separate invoice is a summary of the time charges of

Partners and Staff, whose services are reflected in the invoices, including the total fees

and hours billed.

50. Additionally, the Receiver has incurred legal fees of its counsel in respect of

these proceedings, including the security review, as per the fee affidavit and exhibits

attached hereto as Appendix H.

51. The Receiver has reviewed Baker's fee affidavit and believes same to be fair and

reasonable in the circumstances.

52. The Receiver requests that the Court approve its accounts for the period from

June 23, 2015 to September 30, 2015 in the amount of $38,097.86 for fees and

disbursements including HST of $4,952.72 for a total of $43,050.38.

-18-

53. The Receiver also requests that the Court approve the accounts of its legal

counsel for the period from June 29, 2015 to August 31, 2015 in the amount of $7,067.50

plus disbursements of $4.00, plus HST of $919.30, for a total of $7,990.80.

RECOMMENDATIONS

54. Based on the foregoing, the Receiver recommends that the Court:

a) approve this First Report of the Receiver, and the activities of the

Receiver set out herein;

b) approve the Sale Agreement and authorize the Receiver to complete

the transaction contemplated thereunder;

c) vest title in the Real Property in the Purchaser;

d) seal Confidential Appendices 1·6 pending closing of the transaction

contemplated under the Sale Agreement;

e) authorize and direct the Receiver to make the Interim Distributions;

and

f) approve the fees and disbursements of the Receiver and Baker, as

set out herein.

All of which is respectfully submitted this 15th day of October, 2015.

BOO CANADA LIMITED Court Appointed Receiver of Ocean Lfnksys Inc. and 2204321 Ontario Inc. Per:

Name: Gary Cerrato, CIRP Title: Vice-President

Appendix "D"

:)

Court File No. CV-15-10969-00CL


(Commercial List)

THE HONOURABLE MR. ) ) )

MONDAY, THE 26th

DAY OF OCTOBER, 2015 JUSTICE NEWBOULD



BETWEEN:

HSBC BANK CANADA

, Ci i 1.~i~'," ~ .. Applicant •_,; ·.··

-and-


Respondents

ORDER

THIS MOTION made by BDO Canada Limited, in its capacity as court-appointed

receiver (the "Receiver,') of the assets, undertaking and properties of Ocean Linksys Inc. and

2204321 Ontario Inc. (the "Debtors") pursuant to the Order of Mr. Justice Wilton-Siegel

dated June 23, 2015, for an Order for an Order approving the First Report of the Receiver

dated October 15, 2015 (the "Report" and approving the fees and disbursements of the

Receiver and its counsel was heard this day at 330 University Avenue, Toronto, Ontario.

-2-

ON READING the Motion Record, and on hearing the submissions of counsel for the

Receiver, and such other counsel as were present;

l. THIS COURT ORDERS that the First Report of the Receiver, dated October 15, 2015

is hereby approved and the activities of the Receiver as set out therein be and hereby are

approved.

2. THIS COURT ORDERS that the distribution of the recoveries in the Debtors'

receivership to HSBC Bank Canada up to the amount of $1,300,000.

3. THIS COURT ORDERS that the Receiver's fees and disbursements for the period up

to September 30,2015 of$43,050.38 be and are hereby approved.

4. THIS COURT ORDERS that the Receiver's fees and disbursements for the period up

to August 31,2015 of$7,990.80 be and are hereby approved.

ENTERED Ai I :NSCRIT P. TORONTO ON I BOOK NO: LE I DANS LE neGISTRE NO.:

<ft,( OCT 2 6 2015

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Appendix "E"

RECEIPTS: Sale of Land and Building Advance from Secured Creditors Rental Income Interest Toronto Hydro Refund HST Collected Estimated HST Refund From Estate ITC's

Total Recelj!ts

DISBURSEMENTS: Municipal Taxes Repayment of Loan from Secured Creditor Commission Insurance Repairs and Maintenance HST Paid on Disbursements Consulting Fees Utilities Appraisal Fees Property Management Interest on Loan Change of Locks Travel Filln§ Fees

Total Disbursements RECEIPTS OVER DISBURSEMENTS

(Before Professional Fees) Receiver's Fees and Costs Legal Fees/Disbursements HST Charged on Receiver's Fees and Costs HST on Legal Fees/Disbursements Total Professional Fees

RECEIPTS OVER DISBURSEMENTS (Before Secured Creditor Payments)

Loan Repayment to Secured Creditor Net Receipts Over Disbursements

NOTES:

IN THE MATTER OF THE RECEIVERSHIP OF 2204321 ONTARIO INC AND OCEAN LINKSYS INC.

Receiver's Schedule of Receipts and Disbursements As at March 14, 2016

2204321 Ontario Inc. Ocean Llnksys Inc. Combined Actual Actual Actual

14-Mar-16 14-Mar-16 14-Mar-16

s 1,625,000.00 s s 1,625,000.00 113,933.43 70.00 114,003.43

1,600.00 1,600.00 433.82 433.82 235.74 235.74 208.00 208.00

1,741,410.99 70.00 1,741,480.99

124,537.78 124,537.78 114,003.43 114,003.43 65,000.00 65,000.00 28,908.15 28,908.15 15,745.10 15,745.10 u,n7.59 12,n7.59 5,919.68 5,919.68 4,176.32 4,176.32 3,863.10 3,863.10 2,087.70 2,087.70

892.41 892.41 855.00 855.00 509.41 509.41 70.00 70.00 140.00

379,295.67 70.00 379,365.67 1,362,115.32 1,362,115.32

76,642.54 76,642.54 37,364.51 37,364.51 10,027.05 10,027.05 4,839.45 4,839.45

128,873.55 128,873.55 1,233,241. 77 1,233,241.77

1,230,857.15 1,230,857.15 $ 2,384.62 $ $ 2,384.62

s

s

Estate Numbers: 31-457963 31-457962

Estimated Projected Future Final

s 1,625,000.00 114,003.43

1,600.00 433.82 235.74 208.00

28,361.09 28,361.09 28,361.09 1, 769,842.08

124,537.78 114,003.43 65,000.00 28,908.15 15,745.10 12,n1.s9 5,919.68 4,176.32 3,863.10 2,087.70

892.41 855.00 509.41 140.00

379,365.67 28,361.09 1,390,4 76.41

2,500.00 79,142.54 5,000.00 42,364.51

325.00 10,352.05 650.00 5,489.45

8,475.00 137,348.55 19,886.09 1,253,127.86

22,270.71 1,253,127.86 (2,384.62) $

[1) The Receiver anticipates receiving HST refunds from the estate Input tax credits of $28,361.09, however, this amount could be subject to setoff against pre·recelvershlp liabilities owing to CRA.

[2) The $1,253,127.86 represents the "highest• possible loan repayment to HSBC Bank Canada as $28,361.09 in future potential HST refunds may not be realized by the Receiver for the reasons set out In Note 1.

[1]

[2]

Appendix "F"

BETWEEN:

Court File No. CV-15·1 0969-00CL


COMMERCIAL LIST

HSBC BANK CANADA

·and·

OCEAN UNKSYS INC. and 2204321 ONTARIO INC.

Applicant

Respondent

APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C 1985, c. B-3 AS AMENDED AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O

1990, c. C. 43, AS AMENDED

AFFIDAVIT OF GARY CERRATO

I, GARY CERRATO, of the Town of Newmarket, in the Province of Ontario, MAKE OATH AND SAY that:

1. I am a Vice President of BOO Canada Limited, and as such have personal knowledge of the matters

referred to herein.

2. By Order of the Honourable H.J. Wilton-Siegel, dated 23 June 2015 (the "Order"), BOO Canada

Limited was appointed Receiver & Manager (the "Receiver") of the Ocean Linksys Inc. and

2204321 Ontario Inc.

3. Pursuant to the Order, the Receiver has provided services and incurred disbursements which are

more particularly described in the detailed accounts attached hereto and marked as Exhibit "A".

2.

4. The time shown in the detailed accounts attached as Exhibit "A" are a fair and accurate

description of the services provided and the amounts charged by the Receiver, which reflect the

Receiver's time as billed at Its standard billing rates.

5. The Receiver requests that the Court approve its fees and disbursements for the period from

October 1, 2015 to March 16, 2016 in the amount of $39,033.28 plus HST of $5,074.33 for a total

of $44,107.61, for the services set out in Exhibit "A".

6. The Receiver also requests that the Court approve future professional fees estimated at $2,500,

plus HST, which will be Incurred by the Receiver to complete its mandate and obtain a discharge.

7. This affidavit is sworn in support of the Receiver's motion for, among other things, approval of

its fees and disbursements and those of its legal representatives and for no other or improper

purpose.

SWORN BEFORE ME at the City of Toronto, In the Province of Ontario, this 28th day of March 2016

Antonio Montesano, a Commissioner, etc., Province of Ontario, for BDO Canada LLP end BOO canada Umlted, Trustee In BankrUpley,

and thelrsubsldlarles, c.:=ftli! ~ Expires Janualy15,2018. . ti

This is Exhibit "A" referred to in the affidavit of

Gary Cerrato

Sworn before me this 281h day of March 2016

. AntontoMa~aClillrJs!!lcllrl',ela. ~ provfnee of ontarfo, foreDO C8nada UP and BOO Canada Llmlled, Trustee In BankrUptcy, and thelr subsidiaries, associates and affilllates. Expires January 15, 2016.

3.

IBDO Tel: 416 865 0210 Fax: 416 865 0904 www.bdo.ca

BDO Canada Limited 123 Front Street West, Suite 1100 Toronto Ontario M5J 2M2 Canada

HSBC Bank Canada 70 York Street, 3rd Floor Toronto, ON MSJ 1S9

Attention: Cheryl Lee Sr. Manager, Special Credit

Date Invoice

6 January 2016 OLI-007

RE OCEAN LINKSYS INC. & 2204321 ONTARIO INC.

TO OUR FEE FOR PROFESSIONAL SERVICES rendered from 1 October 2015 to 31 December 2015, in connection with our Receivership on the above-named companies, including:

Date Professional Description

1-0ct-15 Cerrato, Gary Follow up call with CRA re audit; review of lease agreement.

5-0ct-15 Chow, Mark Review legal invoices and discuss with G. Cerrato.

6-0ct-15 Cerrato, Gary Discussions with M. Marchand re listing proposal summary; review of same; drafting report; discussions with M. Nowina re report.

6-0ct-15 Jackson, Joshua Release of equipment to Ufttow and pick up mail; tour of facility with contractors.

6-0ct-15 Marchand, Matthew Discussion with G. Cerrato re listing proposal analysis for court report; provide direction to K. Masciantonio re listing proposal analysis.

6-0ct-15 Masciantonio, Katarina Creating a summary listing of the 4 proposals.

7-0ct-15 Cerrato, Gary Working on court report.

8-0ct-15 Cerrato, Gary working on the report;

8-0ct-15 Marchand, Matthew Discussion with G. Cerrato re CRA audits; receive phone call from CRA re business consent; review outstanding invoices.

8-0ct-15 Masciantonio, Katarina Organizing expense and HST returns for G. Cerrato and M. Marchand and determining what is past due.

BOO Canada Limited is an affiliate of BOO Canada LLP. BDO Canada LLP, a Canadian limited liability partnership, Is a member of BOO lntematlcnalllmlted, m UK company limited by guarantee, and fonns part of the int~motlonal BOO netwcrl< of lnd~ndent member flnns.

Hrs.

0.5

0.2

2.3

1.0

0.3

1.35

4.0

2.1

0.3

0.35

IBDO Date Professional Description Hrs.

13-0ct-15 Cerrato, Gary Working on report; calls to prospective purchasers for the 2.5 freezer equipment; calls to S. Mizrahi, G. Shoniker and A. Garibaldi to discuss removing freezer equipment from the premises; discussions with M. Nowina re priority claims, loans and impact on distribution.

14-0ct-15 Cerrato, Gary Updating report; discussions with counsel re same; call with S. 4.2 Mizrahi re scope of work to remove freezers and related equipment at the premises; conference call with S. Mizrahi, M. Nowina and Dave Hoffman to discuss a strategy going forward; conference call with M. Chow and B. Pettit to provide an update on the likely extension required to close the transaction in view of the time it will take to remove the freezer equipment from the premises; call with A. Garibaldi to arrange to obtain a quote to remove freezers; call with G. Shoniker to arrange for a quote to remove the freezers and related equipment from the premises.

14-0ct-15 Chow, Mark Discussion with G. Cerrato re file status and issues and removal 0.8 of freezer equipment and related timing and costs; discussion with M. Nowina at Baker McKenzie re closing of the sale and related issues; update discussion with B. Pettit at HSBC.

15-0ct-15 Cerrato, Gary Preparing appendices for court report; amendments to court 4.0 report; review of invoice for professional time.

15-0ct-15 Chow, Mark Attend to review of court report; review correspondence from 1.0 TGF re receiver's report to Court.

15-0ct-15 Marchand, Matthew Review Receiver invoice and time charges; review affidavit of 0.4 fees.

15-0ct-15 Masciantonio, Katarina Call with Toronto Hydro and organizing invoices (i.e. what 0.5 needs to be paid).

15-0ct-15 Masciantonio, Katarina HST 0.5

16-0ct-15 Chow, Mark Review correspondence from Baker McKenzie re file issues. 1.0

16-0ct-15 Masciantonio, Katarina Request for payment #4 (creating invoice for HSBC and scanning 0.5 appropriate back-up).

21-0ct-15 Cerrato, Gary Attendance at the company's premises; meeting with NRM and 3.5 with Canam Appraiz to deal with the removal of the freezer equipment and discuss issues regarding same; discussions with various contractors re removal issues; dealing with insurance issue in view of sprinkler system being drained.

21-0ct-15 Chow, Mark Update discussion with G. Cerrato re status of file and issues 1.0 related to the removal of the freezers; discuss insurance related issues.

2

I BOO Date Professional

21-0ct-15 Marchand, Matthew

21-0ct-15 Masciantonio, Katarina

22-0ct-15 Cerrato, Gary


22-0ct-15 Chow, Mark



23-0ct-15 Marchand, Matthew


26-0ct-15 Jackson, Joshua

26-0ct ·15 Masci antonio, Katarina



Description Hrs.

Receive phone call from G. Cerrato re insurance coverage; 1.2 review insurance documents; phone call to G. Cerrato re insurance coverage; phone call to J. Lapetina from FCA Insurance re updates regarding insured property; draft email to G. Cerrato reinsurance coverage; phone call with G. Cerrato re same; draft email to J. Lapetina re insurance coverage updates; phone call with G. Cerrato re insurance coverage; phone call with J. Lapetina re same; Phone call with G. Cerrato re same.

Discussion with M. Marchand re HST returns received from CRA 0.15 and what is outstanding and what is not.

Attendance at the company's premises to deal with asset 1.5 removal issues.

Dealing with reconciling invoices for expense reimbursement 1.5 and discussions with K. Masciantonio re same.

Review correspondence to C. Lee at HSBC re invoices for 0.6 professional disbursements; fees and operational issues.

Revising invoice #4 for HSBC. 0.75

Contact BWM Canada to determine what happened to the BWM; 1.5 call to Ford Credit Canada re vehicle; draft email; discussions with A. Garibaldi re-equipment removal issues.

Email correspondence with K. Masciantonio re updates to 0.2 Receiver's website; discussion with K. Masciantonio re Receiver's Certificates.

Call to D. Hoffman to discuss options in dealing with removal 1. 5 of freezer equipment; calls with S. Mizrahi re same; call with A. Garibaldi re same.

Call with A. Garibaldi re Completion of work and installation of 0. 5 alarms; call with CRA RE: status of HST audit; review of document from Ford Credit Canada and requested further information from G. Cerrato.

Preparing deposit and cheque requisitions for funds from HSBC 0.15 (HSBC put both Ocean Linksys and Canadian Dairy on the same chq).

Preparing cheque requisitions for payments to Aldo. 0.15

Calls with A. Garibaldi re his quote to remove the refrigeration 1.0 equipment; call with D. Hoffman re update on sale approval and to discuss options re freezer equipment removal.

3


28·0Ct·15 Jackson, Joshua Meeting with G. Cerrato re catch up meeting for taxes, website 0.5 content and IT Issues; correspondence with C. Charron re IT issues and internet content.

30-0ct-15 Cerrato, Gary Calls with A. Garibaldi re removal of freezer equipment; call 1.7 with D. Hoffman to follow up on status of purchaser taking a discount to close sale transaction; reviewing and approving disbursements.

2-Nov-15 Cerrato, Gary Call with G. Shoniker regarding his quotation to remove freezer 1.2 equipment and to discuss issues with his appraisal in general given that the removal costs far exceed any realizable value; discussions with broker re issues with saleability of equipment on site; discussions with A. Garibaldi re same.

2-Nov-15 Chow, Mark Update memo from M. Nowina re file status and court hearing; 0.4 discuss file status with G. Cerrato.

2-Nov-15 Masciantonio, Katarina Preparing request for payment #5 and e-mail to G. Cerrato 0.25 regarding whether or not BOO should pay for these invoices. E· mail to Joanne Lapetina asking why the first invoice was for $12,000.64 vs. the other months of $5,579.00.

3-Nov-15 Cerrato, Gary Attendance at the company's premises; meeting with the real 2.7 estate broker to tour the facility and discuss what the prospective purchaser's expectations are on the freezer equipment removal.

3-Nov-15 Masciantonio, Katarina Updating invoice #5 for HSBC per G. Cerrato and J. Jackson's 0.15 request.

5-Nov·15 Chow, Mark Discussion with G. Cerrato re file status and accelerated closing 0.7 date and related freezer removal issues.

5-Nov-15 Jackson, Joshua Call with A. Garibaldi RE: outstanding invoices; review of 0.5 records to provide support for payments made.

6-Nov-15 Masciantonio, Katarina Preparing Receiver Certificate #1. 0.2

10-Nov-15 Chow, Mark Attend to outstanding appraisal invoice for Colliers and related 0.4 issues.

12-Nov·15 Cerrato, Gary Calls with D. Hoffman re sale closing; calls with counsel to 1.0 arrange for transfer of keys; dealing with other sale closing issues.

13-Nov-15 Jackson, Joshua Correspondence with J. Lapetina re cancellation of insurance. 1.0

16-Nov-15 Jackson, Joshua Call with Enbridge re outstanding amount. 0.5

4


16-Nov-15 Masciantonio, Katarina Going through HSBC cheque (for OLI#2 and #3) to prepare 1.15 cheque requisitions for invoices that were not paid yet and then to pay BOO back for the invoices that BOO paid for in advance. Preparing receiver certificate #2.

17-Nov-15 Marchand, Matthew Email correspondence with K. Masciantonio re status of 0.1 accounts with CRA.

17-Nov-15 Masciantonio, Katarina Called CRA re HST accounts (RT0001 and RT0002) for both 0.5 Ocean and 2204 to figure out if they received the RC59 yet and then determining which HST returns were outstanding and if there were any held refunds.

17-Nov-15 Masciantonio, Katarina Discussion with G. Cerrato regarding the cheque requisitions to 0.5 be processed from the money received from HSBC for HSBC invoice #2 and #3; making the necessary changes to the requests and discussing with B. Chiasson what to remove from PUMA once the cheques are processed.

18·Nov-15 Masciantonio, Katarina Discussion with G. Cerrato re filing fee; preparing cheque 0.5 requisitions and deposits re filing fee.

19-Nov-15 Masciantonio, Katarina Filing RT2 HST returns. Phone with CRA re HST RT1 account 0.65 (called Thalia Chand).

23-Nov-15 Cerrato, Gary Follow up on outstanding items; email re deposit funds. 0.5

24-Nov-15 Cerrato, Gary Follow up emails to Colliers regarding non receipt of deposit 0.5 funds; deposit and account for deposit funds once received.

24-Nov-15 Jackson, Joshua Correspondence with D. Senft re purchase of assets and status 0.5 of sale process.

25-Nov-15 Cerrato, Gary Review of sale accounting; attend to review of status of CRA 1.0 potential claims.

25-Nov-15 Jackson, Joshua Call with City of Toronto RE: Confirm cancellation of account 0.5 after receiving invoice.

26-Nov-15 Masciantonio, Katarina Preparing cheque requests for various expenses. 0.25

3-Dec-15 Cerrato, Gary Review and approve disbursements; attend to correspondence 0.8 received.

3-Dec-15 Masciantonio, Katarina Preparing journal entry to record land sale correctly. 0.1

8-Dec-15 Masdantonio, Katarina Preparing summary for G. Cerrato re HSBC funding requests. 0.25

9-Dec-15 Masciantonio, Katarina Preparing deposit for cheque received from HSBC. 0.1

5

IBDO Date Professional

10·Dec·15 Masciantonio, Katarina



15-Dec-15 Masciantonio, Katarina


15·Dec·15 Jackson, Joshua

15-Dec-15 Cerrato, Gary


17·Dec·15 Cerrato, Gary

18-Dec-15 Jackson, Joshua

Description Hrs.

Preparing deposit for cheque from HSBC (Request #4). 0.1

Preparing receiver certificates #3, 4 and 5. 0.3

Reading Court report to prepare for discussion with G. Cerrato. 0.4

Preparing schedule that calculates interest on the Receiver's 0.7 certificates.

Discussion with G. Cerrato and J. Jackson about how to close 2.0 the file; drafting a letter to CRA to amend an HST return; faxing amendment; call to CRA to discuss RT1 accounts.

Draft letters for the sale of a van and a boat for J. Sugar; call 1.0 with CRA RE: Trust claim.

Meeting with staff to review file and determine final steps 1.6 before a distribution can be made; discussions with M. Nowina re distribution issues and discuss whether a tax return is required to be filed to reflect the disposition of the real estate.

Call to Ms. Penny Davey (CRA) to discuss whether or not we 0.3 should file RT1 returns; P. Davey suggested we didn't; requested to send us the RT returns for 2204321 Ontario Inc.

Reviewing file re final expenses to be paid; review of 1.3 accounting and tax issues; research and discussion with counsel re filing of tax return to report disposition of real property; reviewing invoice for professional fees.

Draft transfer letter for sale of vehicles by liquidator. 0.25

6

IBDO Our Fee s 28,647.25

Disbursements • Administrative Fee • 4% 1,145.89

Subtotal 29,793.14

HST • 13.00% (#R101518124) 3,873.11

TOTAL s 33,666.25

Summary of Time Charges:

Hours Rate Amount M. Chow, Partner 6.10 575 I 595 3,537.50 G. Cerrato, Senior Manager 42.40 4501465 19,299.00 M. Marchand, Manager 2.50 230 I 305 582.50 K. Masciantonio, Sr. Administrator 12.80 175 I 195 2,452.00 J. Jackson, Sr. Administrator 6.25 185 I 205 1,241.25 Administration 11.30 1,535.00

Total 81.35 s 28,647.25

7

I BOO Tel: 416 865 0210 Fax: 416 865 0904 www.bdo.ca

BOO Canada Limited 123 Front Street West, Suite 1100 Toronto Ontario M5J 2M2 Canada

HSBC Bank Canada 70 York Street, 3rc1 Floor Toronto, ON MSJ 1S9

Attention: Cheryl Lee Sr. Manager, Special Credit

Date Invoice

16 March 2016 OLI·OOS

RE OCEAN LINKSYS INC. lt 2204321 ONTARIO INC.

TO OUR FEE FOR PROFESSIONAL SERVICES rendered from 4 January 2016 to 16 March 2016, in connection with our Receivership on the above-named companies, including:

Date Professional

4-Jan-16 Jackson, Joshua

5-Jan·16 Marchand, Matthew

5-Jan-16 Masciantonio, Katarina




6·Jan·16 Marchand, Matthew

6-Jan-16 Cerrato, Gary

7-Jan·16 Cerrato, Gary

Description Hrs.

Correspondence with G. Cerrato, C. Mundie and J. Sugar reSale 0.5 of Mitsubishi to buyer of 86-88 Fen mar Dr.

Discussion with K. Masdantonio re interim reports. 0.2

Telephone call to CRA to follow up to see if they received the 0.2 request to amend the August 1 to Oct 31 2015 HST return; agent advised that they have received it, however, it has not been processed yet.

Filing HST return for 220 Company. 0.2

Drafting First Interim Report and R&D for Ocean and 220 1.0 Ontario Inc.

Finalized the first interim report; R&D for HSBC distribution; 2.0 discussion with G. Cerrato re the R&D for HSBC distribution.

Review receive(s interim report and statement of receipts and 0.3 disbursements.

Review of first interim report to OSB; review of R&D for HSBC 1.0 distribution; discussion with K. Masciantonio re the R&D; amend R&D.

Discussion with M. Chow re file status and distribution to 0.4 secured creditor.

BOO Canada Ltmttod ts an afflltale of BOO Canada LLP. BDO CanodallP, a Canadian ltmttod ltabtllty partnenhlp, is a membar of BDO lntemattonal Limited, a UK company ltmlted by suarantee, and fonns part of the International BOO netwo11< Clf Independent member ftnns.


7-Jan-16 Masciantonio, Katarina Cheque requisitions; R&D for G. Cerrato; drafting letter to 0. 9 HSBC.

7-Jan-16 Chow, Mark Discussion with G. Cerrato re file status and distribution to 0.4 secured creditor;

8-Jan-16 Jackson, Joshua Correspondence with Bell Canada re claim and status of 0.25 receivership.

12-Jan-16 Jackson, Joshua Call with Toronto Hydro re credit balance on final bill and 0.5 request to send a cheque to BOO.

26-Jan-16 Masciantonio, Katarina Call to CRA to confirm that HST return was amended. 0.1

27-Jan-16 Cerrato, Gary Review file for closing and final report; dealing with tax issues. 2.5

29-Jan-16 Marchand, Matthew Review email from G. Cerrato re interim reports; draft email 0.1 to K. Masciantonio re same.

1-Feb-16 Masciantonio, Katarina HST return. 0.2

4-Feb-16 Masciantonio, Katarina Cheque requisition. 0.2

9-Feb-16 Cerrato, Gary Call with counsel re discharge motion and other outstanding 0.7 matters; review of correspondence received; update files.

22-Feb-16 Masciantonio, Katarina Call to CRA re HST audit; prepare items for HST audit. 0.2

23-Feb-16 Masciantonio, Katarina Compile HST audit information package. 4.5

24·Feb-16 Masciantonio, Katarina 220 Ontario Inc. HST audit; discussion with M. Marchand re 220 1.0 Ontario Inc. HST audit.

24-Feb-16 Marchand, Matthew Review documents to be sent to CRA re HST audit; discussion 0.5 with K. Masciantonio re same.

24-Feb-16 Cerrato, Gary Attend to correspondence received. 0.5

25-Feb-16 Masciantonio, Katarina Call from CRA; discussion with M. Marchand re: HST audit. 0.2

26-Feb-16 Masciantonio, Katarina Update HST audit information; fax audit to CRA. 0.2

26-Feb-16 Cerrato, Gary Attend to correspondence received. 0.5

3-Mar-16 Masciantonio, Katarina Call with CRA; discussion with M. Marchand and G. Cerrato re 0.2 HST on sale of land and building.

2

IBDO Date Professional

3-Mar-16 Marchand, Matthew

4-Mar-16 Masciantonio, Katarina

10-Mar-16 Chow, Mark

1 O·Mar-16 Masdantonio, Katarina

10·Mar·16 Marchand, Matthew

10-Mar-16 Cerrato, Gary





Description Hrs.

Discussion with K. Masciantonio re RT0002 HST audit; review 0.4 agreement of purchase and sale re sale of real property; discussion with G. Cerrato and K. Masciantonio re same; phone call toM. Nowina re same.

Draft letter to CRA; fax letter to CRA. 0.4

Attend to creditor correspondence 0.4

Prepare cheque requisitions and journal entry. 0.2

Review email from D. Mclaughlin from Canada Food Inspection 0.3 Agency re updates; draft email to D. Mclaughlin re same; receive phone call from D. Mclaughlin re same; draft email to D. Mclaughlin re same.

Reviewing accounting for estate and discuss adjusting entries 2.0 with K. Masciantonio; draft report.

Working on final accounting and report; reviewing file re tax 2.0 issues.

Discussion with G. Cerrato re HST refund; call to CRA. 0.3

Prepare SRD for Second Report. 1.0

Reviewing invoice; updating receipts and disbursements 1.3 schedule and report.

3

IBDO Our Fee s 8,884.75

Disbursements - Administrative Fee - 4% 355.39

Subtotal 9,240.14

HST • 13.00% (#R101518124) 1,201.22

TOTAL s 10,441.36

Summary of Time Charges:

Hours Rate Amount M. Chow, Partner 0.80 595.00 476.00 G. Cerrato, Senior Manager 10.90 465.00 5,068.50 M. Marchand, Manager 1.80 305.00 549.00 K. Masciantonio, Sr. Administrator 13.00 195.00 2,535.00 J. Jackson, Sr. Administrator 1.25 205.00 256.25

Total 27.75 s 8,884.75

4

TabG

i' ·.

Appendix "G"


31-457963


(Commercial List)

IN THE MA TIER OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c.B-3, AS AMENDED


BETWEEN:

HSBC BANK CANADA

-and-


AFFIDAVIT OF JOHN PIRIE (sworn Tuesday, AprilS, 2016)

Applicant

Respondents

I, JOHN PIRIE, ofthe City of Toronto, in the Province of Ontario, MAKE OATH AND

SAY:

1. I am a partner at the law firm of Baker & McKenzie LLP ("Baker"), counsel for

BOO Canada Limited in its capacity as court-appointed receiver and manager (the "Receiver")

of Ocean Linksys Inc. and 2204321 Ontario Inc. (the "Debtors"), and as such have knowledge

of the matters deposed herein.

2

2. By Order of the Honourable Justice Wilton-Siegel, dated June 23, 2015, BDO

was appointed as Receiver and Manager over the property, assets and undertakings of the

Debtors.

3. Baker was retained as counsel for the Receiver on or about June 29, 2015.

Baker's fees and disbursements for the period ending on September 30, 2015, are summarized

in invoice no. 9155009732 rendered to the Receiver on October 26, 2015. A copy of this

invoice is attached hereto and marked as Exhibit "A".

4. Baker's fees and disbursements for the period ending on November 30, 2015, are

summarized in invoice no. 9155011728 rendered to the Receiver on December 30, 2015. A

copy of this invoice is attached hereto and marked as Exhibit "8".

5. The total billed fees and disbursements (inclusive of HST) for this period is

$34,213.16. I verily believe that the accounts are a fair and accurate description of the services

provided and that the fees and disbursements incurred are fair and reasonable in the

circumstances.

6. This affidavit is sworn in support of the Receiver's motion for, among other

things, approval of its fees and disbursements and those of its legal representatives and for no

other or improper purpose.

SWORN BEFORE ME at the City of Toronto, in the Province of Ontario this 5111 of April, 2016.

~.~ Commissioner for Ta/cjng Affidavits

(or as may be) JOHN PIRIE

This is Exhibit 11 A 11 referred to in the Affidavit of John Pirie, sworn this 5111 day of April, 2016.

October 26, 20 15

Mark Chow

BDO Canada Limited 123 Front St W Suite 1200 Toronto ON M5J 2M2 Canada

Baker & McKenzie LLP 181 Bay Street Brookfield Place, Suite 2100 Toronto ON M5J 213 Canada

TAX#:

Tel:

Fax:

11940 7625 RT

+1 416 863 1221

I 416 863 6275

www.bakennckenzie.com

Client:

Payer:

Matter Number: Invoice Number:

Invoice Due Date:

10008719

10008719

50095919 9155009732

Payable in 30 days

Professional services and disbursements incurred for the period ending: September 30, 20 15

RE: BDO - Receiver of Ocean Linksys Inc. and 2204321 Ontario Inc.

Summary by working office

Toronto Taxable Fees

Total Taxable Fees and Disbursements

Applicable discount HST 13.000% Total Amount Payable

8,982.50 CAD

8,982.50 CAD -898.25 CAD

1,050.95 CAD 9,135.20 CAD

Wire Transfer:( HSBC Bank Canada(70 York Street( Toronto, Ontario MSJ IS91 Bank#: 016;( Transit#: 10002;( s,~ln: HKBCCATT( Canadian General Account: 427753-001

Cheque:( Brookfield Place(181 U11y Street, Suite 21001 P.O. Box 8741 Toronto, Ontario MSJ 2T3( Attn: Accounts Receivable

Baker & McKenzie LI..P Is a member of Baker & 1\lc:Kenzle International, a Swiss \'ereln.

BAKER & lVI<;KENZ.lE

October 26, 20 15

Summary

Matter Number:

Invoice Number:

Invoice Due Date:

50095919

9155009732

Payable in 30 days

Taxable Fees............................................................................................................. 8,982.50 CAD Applicable Discount ( 10.00% ) .............................................................................. ___ -....:8..:..9..:..8 . .::.25~C:..:.A.;;;D;;,__

Taxable Amount....................................................................................................... 8,084.25 CAD HST 13.000% .................................................................................................... __ .:.;1•:;.05:..:0:.:.:.9:..::5_C::::A:..::D::.._

Total Amount Due................................................................................................. 9,135.20 CAD _......;...:.;;.;.;;~...;;.;.;;.;;_

Wire Transfer:! HSBC Bank Canadal70 York Streell Toronto, Ontario MSJ IS91 Bank#l: 016;1 Transll#l: 10002:1 Swirl: HKBCCATTI Canadian General Account: 427753.001

Cheque: I Brookfield Plncejl81 Bay Street, Suite 21001 P.O. Box 8741 Toronto, Ontario M5J 2T31 Attn: Accounts Receivable

Baker & McKenzie LLP Is a member or Baker & McKenzie lnternaliomll, a Swiss Vereln.

Matter Number:

Invoice Number:

Invoice Due Date:

October 26, 20 15

RE: BOO - Receiver of Ocean Linksys Inc. and 2204321 Ontario Inc.

Time Details

Date Name Description !!ruin

09/03/2015 Michael Call with G. Cerrato to 0.30 Nowina discuss pending sale and

environmental assessment issues.

09/08/2015 Michael Call with G. Cerrato to 0.40 Nowina discuss environmental issues

on Fenmar property and next steps with purchaser.

09/09/2015 Michael Review amending agreement 0.90 Nowina to sale agreement; call with

G. Cerrato to discuss revisions to amending agreement; second call with G. Cerrato and broker to discuss revisions to amending agreement.

09/14/2015 Michael Email to R. Kennedy 0.30 Nowina regarding court date for sale

approval motion; provide instructions for obtaining court date.

09/15/2015 Michael Confirm dates for motion for 0.30 Nowina court approval; email to

counsel for HSBC regarding dates; provide instructions to A. Shafey regarding security opinion.

09/16/2015 Ahmed Request updated PPSA 4.30 Shafey searches; obtain and review

Receivership Application; review various loan and security documents; draft Security Opinion.

09/16/2015 Helen Consultation with A. Shafey 0.20 Tweedie regarding corporate

searches; order corporate searches.

09/16/2015 Michael Provide directions to A. 0.30 Nowina Shafey regarding security

Baker & McKenzie LLP is a member of Baker & McKenzie Intemational, a Swiss Verein.

50095919

9155009732

Payable in 30 days

.B.BR Amount

550.00 165.00

550.00 220.00

550.00 495.00

550.00 165.00

550.00 165.00

495.00 2,128.50

260.00 52.00

550.00 165.00

Matter Number:

Invoice Number:

Invoice Due Date:

October 26, 20 15

Date Name Description l!ID!n

opinion; request additional security documents from bank counsel.

09/17/2015 Ahmed Receive and review updated 0.30 Shafey PPSA searches and Parcel

Register

09/17/2015 Helen E-mail outlining search 0.10 Tweedie results to A. Shafey.

09/21/2015 Ahmed Review Corporate 1.50 Shafey Resolutions received from

counsel to HSBC; review all Security Documents, finalize Security Opinion and review all personal property and real property registrations.

09/2112015 Michael Email to purchaser regarding 0.40 Nowina date for motion for sale

approval.

09/22/2015 Michael Review and revise opinion 2.00 Nowina letter; call with G. Cerrato to

discuss closing; call with D. Hoffman to discuss closing and issues relating to closing.

09/23/2015 Michael Finalize security opinion; 2.90 Now ina draft letter to former

principals regarding books and records; review emails from D. Hoffman regarding closing date; review security of Lift Capital and reply to G. Cerrato; email to G. Cerrato and M. Chow with security opinion.

09/24/2015 Michael Drafting sale approval and 0.60 Nowina vesting order.

09/26/2015 Michael Prepare sale and vesting 1.60 Nowina order; draft notice of motion.

09/28/2015 Michael Call with G. Cerrato to 0.40 Nowina discuss timing of closing and

court approval motion and ancillary issues to report on in court report; advise

Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Vercin.

50095919

9155009732

Payable in 30 days

Rate Am~:unt

495.00 148.50

260.00 26.00

495.00 742.50

550.00 220.00

550.00 1,100.00

550.00 1,595.00

550.00 330.00

550.00 880.00

550.00 220.00

Matter Number:

Invoice Number:

Invoice Due Date:

October 26, 20 15

Date Name Description Hours

counsel and purchaser of court date for sale approval.

09/29/2015 Michael Call with G. Cerrato to 0.30 Nowina discuss issues relating to

closing of the real estate transaction; email to counsel and purchaser advising of court date.

Total Hours: 17.10 Total:

Baker & McKenzie LLP is a member of Baker & McKenzie lntemational, a Swiss Vercin.

50095919

9155009732

Payable in 30 days

Rate Amount

550.00 165.00

8,982.50 CAD

..

October 26, 2015

Time Summary

Toronto

~

Michael Nowina

Ahmed Shafey

Helen Tweedie

Total Hours 17.10

Matter Number:

Invoice Number:

Invoice Due Date:

10.70 550.00

6.10 495.00

0.30 260.00

Total

Total Fees

Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.

50095919

9155009732

Payable in 30 days

Amount

5,885.00

3,019.50

78.00

8,982.50

8,982.50 CAD

H.Ui.ER & M9KENZfE .

Remittance

October 26, 2015

Mark Chow

BDO Canada Limited 123 Front St W Suite 1200 Toronto ON M5J 2M2 Canada

Invoice Statement Summary

Baker & McKenzie LLP 181 Bay Street Brookfield Place, Suite 2100 Toronto ON MSJ 2T3 Canada

TAX#:

Tel:

FIUI:

11940 7625 RT

+I 416 863 1221

I 416 863 6275


Client: 10008719

Payer: 10008719 Matter Number: 50095919

Invoice Number: 9155009732

Invoice Due Date: Payable in 30 days

Professional services and disbursements incurred for the period ending: September 30, 2015


Taxable Fees............................................................................................................. 8,982.50 CAD Applicable Discount ( 10.00 % ) ............................................................................... __ __:-8:.:..9.:.;8.=2=-5 -=C:.:.A.::D=--

Taxable Amount....................................................................................................... 8,084.25 CAD H ST 13 .OOOo/o ................................................................................................... __ ..:.;! •:.:..05:..:0:.:.:.9..:.5_C=.::A~D=--

Total Amount Due................................................................................................. 9,135.20 CAD _.....;~..;;..;.;;..;;......;;;..;;.;;;;;._

Wire Transfer:! HSBC Bank Canadal70 York Street! Toronto, Ontario MSJ 1891 B11nk#: 016;1 Transit#: IOOO:Z;I Swift: HKBCCATII Canadian General Account: 427753-001

Cheque:! Brookfield Placell81 Bay Street, Suite 21001 P.O. Box 8741 Toronto, Ontario MSJ :ZTJI Atln: Accounts Receivable

Bilker & McKenzie LLP Is a member of Baker & McKenzie lnternatlomd, a Swiss Vereln.

This is Exhibit "B" referred to in the Affidavit of John Pirie, sworn this 5th day of April, 2016.

December 30, 2015

Mark Chow

BOO Canada Limited 123 Front St W Suite 1200 Toronto ON M5J 2M2 Canada

Baker & McKenzie LLP 181 Bay Street Brookfield Place, Suite 2100 Toronto ON MSJ 2n Canada

TAX#:

Tel:

Fax:

11940 762S RT

+1 416 863 1221

I 416 863 627S

W\VW .bakermckenzie.com

Client: 10008719

Payer: 10008719

Matter Number: 50095919


Invoice Due Date: Payable in 30 days

Professional services and disbursements incurred for the period ending: November 30, 2015

RE: BDO- Receiver of Ocean Linksys Inc. and 2204321 Ontario Inc.

Summary by working office

Toronto Taxable Fees Taxable Disbursements Non-Taxable Disbursements

Total Taxable Fees and Disbursements Total Non-Taxable Fees and Disbursements Applicable discount HST 13.000% Total Amount Payable

24,700.00 CAD 370.76 CAD 138.00 CAD

25,070.76 CAD 138.00 CAD

-3,000.00 CAD 2,869.20 CAD

25,077.96 CAD

Wire Transfer:! HSDC Dank Canadal70 York Street! Toronto, Ontario MSJ IS91 Bank#: 016;1 Transit#: 10002;1 Swift: HKDCCATTI Can11dian General A~~ount: 427753-001

Cheque:! BrookOeld Pla~ell81 Day Street, Suite 21001 P.O. Dox8741 Toronto, Ontario MSJ 2T31 Attn: Ac~ounts Receivable

Baker & McKenzie L.L.P Is a nu~mber of Boker & McKenzie lnternotlonal, a Swiss Vereln.

December 30, 2015

Summary

Matter Number:

Invoice Number:

Invoice Due Date:

50095919

9155011728

Payable in 30 days

Taxable Fees............................................................................................................. 24,700.00 CAD Applicable Discount ( 12.15% ).............................................................................. -3,000.00 CAD Taxable Disbursements ............................................................................................. ___ .:..37.:..:0:.:.. 7.:..:6:....:C:.:AD.:::._

Taxable Amount....................................................................................................... 22,070.76 CAD HST 13.000%................................................................................................... 2,869.20 CAD Non-Taxable Disbursements ..................................................................................... ___ .:.:l3:..:8:.:..0.:..0:....:C:.:.A.::D=--

Total Amount Due................................................................................................. 25,077.96 CAD --~...;.;...;;.......;;..;.,;;,;;;,_

Wire Transfer:( HSBC Bank Canada(70 York Street( Toronto, Ontario MSJ IS91 Bank#: 016;1 Transit#: 10002;1 Swift: HKBCCAITI Canadian General Account: 417753..001

Cheque:( Brooklleld Place(l81 Bay Street, Suite 11001 P.O. Box 8741 Toronto, Ontario MSJ 2T3( Atln: Aceounts Receivable

Baker & McKenzie LLP 15 a member of Baker & McKenzie International, a S\vln Vereln.

Matter Number:

Invoice Number:

Invoice Due Date:

December 30, 2015

RE: BOO- Receiver of Ocean Linksys Inc. and 2204321 Ontario Inc.

Time Details

Date Name Description H.mrrl

09/16/2015 Ana Receive email from A. 0.30 Buchowsky Shafey to obtain Parcel

Register for 86-88 Fenmar Drive, North York; attend to and forward same to M. Nowina.

10/05/2015 Michael Review email from G. 0.10 Nowina Cerrato regarding JP Paving

and condition of the property.

10/06/2015 Michael Email to counsel for 0.40 Nowina purchaser regarding closing

date and vesting order issues; draft letter to JP Paving and email to G. Cerrato for review.

l 0/07/2015 Kent Beattie Review of email from 0.60 Michael Nowina regarding requisition letter; review of requisitions and agreement of purchase and sale; office conference with Michael Nowina; exchange of email with Ana Buchowsky.

10/07/2015 Michael Review letter from 0.40 Nowina purchaser's counsel and

provide instructions to K. Beattie on real estate closing issues.

10/09/2015 Michael Review message from G. 0.40 Nowina Cerrato regarding realty

taxes and email to K. Beattie; emails to G. Cerrato regarding court report.

I 0/13/2015 Mark Internal conferences with R. 0.20 Tonkovich Schwartz concerning tax

collection issue in bankruptcy context.

10/13/2015 Michael Call with G. Cerrato to 4.30

Nowina discuss draft report and issues relating to closing;


50095919

9155011728

Payable in 30 days

Rate Amount

200.00 60.00

550.00 55.00

550.00 220.00

825.00 495.00

550.00 220.00

550.00 220.00

600.00 120.00

550.00 2,365.00

I . Matter Number: l3A1U~R & fV19KENZfE

Invoice Number:

Invoice Due Date:

December 30, 2015


receive and review draft report; incorporate revisions to report; call to G. Cerrato discuss revisions to report; email to R. Schwartz regarding tax issue.

10/13/2015 Randall Review correspondence 1.50 Schwartz from M. Nowina regarding

HST deemed trust considerations in connection with Ocean Linksys Receivers report; review First Report and research regarding deemed trust provision in Excise Tax Act; office consultation with M. Tonkovich thereon.

10/14/2015 Kent Beattie Email to Bruce Machon 0.10 regarding name of vendor.

10/14/2015 Michael Revisions to BDO report; 6.90 Nowina call with G. Cerrato,

consultant and D. Hoffman to discuss removal of equipment; discussion with G. Cerrato and K. Beattie closing issues; discussion with G. Cerrato regarding report revisions; revise Notice of Motion; prepare fee affidavit; reporting email to G. Cerrato and B. Pettit regarding report and timing.

10/14/2015 Randall Correspondence with M. 1.20 Schwartz Nowina regarding deemed

trust; research regarding prescribed security interest and deemed trust and telephone call with M. Nowina thereon; follow up correspondence with M. Nowina.

I 0/15/2015 John Pirie Review draft report and 1.10 discuss form and content of materials with M. Nowina;


50095919

9155011728

Payable in 30 days

Rate Amoynt

725.00 1,087.50

825.00 82.50

550.00 3,795.00

725.00 870.00

700.00 770.00

Matter Number:

Invoice Number:

Invoice Due Date:

December 30, 2015

Date Name Description I:l.ru!n

provide input on same and discuss other developments.

10/15/2015 Kent Beattie Exchange of email with 0.20 George Tsiotis regarding articles of incorporation; review of same.

10/15/2015 Michael Finalize court report, notice 3.30 Nowina of motion; review email

from R. Kennedy; discussions with G. Cerrato regarding final edits to report; review motion record; review confidential appendices and email to G. Cerrato regarding same.

10116/2015 Michael Provide instructions to E. 0.60 Nowina Domingues on confidential

appendices; emails to and from R. Kennedy regarding BMW and Ford vehicles.

10/20/2015 Michael Discussion with G. Cerrato 0.50 Nowina regarding issues in removing

equipment from property; update K. Beattie.

10/21/2015 Michael Review and reply to email 0.20 Nowina from R. Kennedy regarding

transfer of vehicles registered in the name of the company.

10/22/2015 Kent Beattie Email to Bruce Machon 0.10 regarding form of vesting order.

10/22/2015 Michael Call with G. Cerrato to 0.30 Nowina discuss removal of

equipment; email to K. Beattie re final approval of sale and vesting order.

10/23/2015 Kent Beattie Review of email from Bruce 0.10 Machon regarding form of order; email to Michael Nowina regarding same.

10/26/2015 Andrew Research forM. Nowina 3.50 Nelles concerning the impact of


50095919

9155011728

Payable in 30 days

Rate Amount

825.00 165.00

550.00 1,815.00

550.00 330.00

550.00 275.00

550.00 110.00

825.00 82.50

550.00 165.00

825.00 82.50

250.00 875.00

Matter Number:

Invoice Number:

Invoice Due Date:

December 30,2015


damage that occurs to a building between the time and agreement of purchase and sale is signed and the time of closing.

10/26/2015 Andrew Deliver documents toM. 0.50 Nelles Nowina at court.

10/26/2015 Michael Prepare for and attend at 4.80 Nowina Commercial List Court to

obtain sale approval and vesting order and interim distribution order; reporting email to receiver; call with G. Cerrato to discuss removal of chattels and other closing issues; call with K. Beattie to discuss closing issues; email to G. Cerrato regarding closing issues.

10/27/2015 Andrew Continue research forM. 6.50 Nelles Nowina concerning the

impact of damage to a building between the time of signing the agreement of purchase and sale and the time of closing and also research the onus on a seller to disclose issues that come to its attention during that time period; research additional question from M. Nowina concerning situations when affected parties can seek access to confidential information in an insolvency sales process.

10/27/2015 Michael Call with G. Cerrato & K. 0.50 Nowina Beattie to discuss issues with

closing and purchase price abatement.

10/28/2015 Michael Call with G. Cerrato to 0.50 Nowina discuss issues relating to

closing; conference call with C. Lee to discuss next steps;

Baker & McKenzie LLP is a member or Baker & McKenzie International, a Swiss Verein.

50095919

9155011728

Payable in 30 days

Rate AmDunt

250.00 125.00

550.00 2,640.00

250.00 1,625.00

550.00 275.00

550.00 275.00

Matter Number:

Invoice Number:

Invoice Due Date:

December 30, 2015


left message with D. Hoffman regarding closing.

10/29/2015 Kent Beattie Review of voicemail from 0.20 David Hoffman; office conference with Michael Nowina.

11/01/2015 Kent Beattie Review of email from John 0.40 Pirie regarding additional deposit; telephone conversation with Michael Nowina; email to John Pirie; review of email from Michael Nowina.

11/03/2015 Kent Beattie Office conference with 0.30 Michael Nowina; exchange of email with Patricia Elliott regarding closing date.

11/03/2015 Michael Email to G. Cerrato 0.30 Nowina regarding discussions with

purchaser about closing date.

11/04/2015 Kent Beattie Review of email from 0.30 Michael Nowina regarding accelerated closing; office conference with Michael Nowina.

11/04/2015 Michael Email to G. Cerrato 0.20 Nowina regarding discussions with

purchaser about closing date.

11/05/2015 Kent Beattie Office conference with 1.40 Michael Nowina; email to Bruce Machon regarding advance of closing; review of email from Micheal Nowina regarding property taxes; office conference with Ana Buchowsky; review of email from Gary Cerrato regarding adjustable items; review of email from Patrica Elliott regarding closing; review of agreement of purchase and sale; drafting of amending agreement; email to Gary Cerrato


50095919

9155011728

Payable in 30 days

Rate Amount

825.00 165.00

825.00 330.00

825.00 247.50

550.00 165.00

825.00 247.50

550.00 110.00

825.00 1,155.00

Matter Number: ' BAKI:;l< & M9KENZIE

:. : .. :.~.·.~ = .. ! .. :~~><-. Invoice Number:

Invoice Due Date:

December 30, 2015


attaching same; review of email from Michael Nowina.

11105/2015 Michael Email to G. Cerrato 0.50 Nowina regarding discussions with

purchaser about closing date; review and revise amending agreement; call with G. Cerrato to discuss amending agreement.

11/09/2015 Kent Beattie Email to Bruce Machon 0.30 attaching statement of adjustments; office conference with Ana Buchowsky regarding vesting order; exchange of email with Stacey Dunbar.

11/10/2015 Kent Beattie Review of amending 0.10 agreement; email to Ana Buchowsky attaching same;

11112/2015 Kent Beattie Wire transfer instructions to 2.20 Stacey Dunbar; review of statement of adjustments; email to Stacey Dunbar regarding document registration agreement; office conference with Ana Buchowsky regarding vesting order; office conference with Rosie Bicol (accounting); review of purchaser deliveries; revisions to transfer; exchange of email with Stacey Dunbar; telephone conversation with Gary Cerrato; email to David Hoffman and George Tsiotis regarding Colliers payment to BDO; drafting of direction re funds; email to Gary Cerrato attaching same.

11/13/2015 Kent Beattie Email to Gary Cerrato 0.10 regarding wire transfer.


50095919

9155011728

Payable in 30 days

Rate Amount

550.00 275.00

825.00 247.50

825.00 82.50

825.00 1,815.00

825.00 82.50

Matter Number:

Invoice Number:

Invoice Due Date:

December 30, 2015

Date ~ Description Hours

11/24/2015 Kent Beattie Review of email from 0.30 Stacey Dunbar regarding amendment of registered transfer; office conference with Ana Buchowsky.

11/24/2015 Michael Attend to issues relating to 0.40 Nowina Receiver's certificate; call to

G. Cerrato regarding Receiver's certificate.

ll/25/2015 Michael Email to purchaser's counsel 0.20 Nowina for Receiver's certificate.

Total Hours: 46.30 Total:


50095919

9155011728

Payable in 30 days

Rm Amount

825.00 247.50

550.00 220.00

550.00 110.00

24,700.00 CAD

Matter Number: BAJ{ER & l\ll9KENZfE

Invoice Number:

Invoice Due Date:

December 30, 20 15

Time Summary

Toronto

~ !!min Rate

Kent Beattie 6.70 825.00

Randall Schwanz 2.70 725.00

John Pirie 1.10 700.00

Mark Tonkovich 0.20 600.00

Michael Nowina 24.80 550.00

Andrew Nelles 10.50 250.00

Ana Buchowsky 0.30 200.00

Total

Total Hours 46.30 Total Fees


50095919

9155011728

Payable in 30 days

Amount

5,527.50

1,957.50

770.00

120.00

13,640.00

2,625.00

60.00

24,700.00

24,700.00 CAD

Matter Number:

Invoice Number:

Invoice Due Date:

December 30, 2015

Disbursement Summary

Cost Details

Toronto

OncorpSearch lnv# 1244634 2204321 ONT ARlO JNC.---002204321 EDD ON PPR Search - Certificate htweedie OncorpSearch Inv# 1244634 OCEAN LINKSYS JNC.---002182511 EDD ON PPR Search- Certificate htweedie Teraview- Sepl-30/2015- Parcel RegisterOcean (AB) Parss Courier- 123 Front St. West Parss Courier-Inv#57346 Parss Courier-Inv#57346 Parss Courier-Inv#57346 Parss Courier-Inv#57346 Parss Courier-Inv#57346 Facsimiles sent to 9052646726 by Edna Domingues on 10/08/15Facsimiles sent to 9058818003 by Edna Domingues on 10/08/15 Minister of Finance-Court Filing Fee -Motion Re: BOO Canada Limited (MN) Photocopy by Edna Domingues on 10/16/15 Description: BOO Photocopy by Edna Domingues on 10/15/15 Teraview- Sep 1-30/2015- Parcel Register-Ocean (AB)

Sub Total

Total Disbursements


50095919

9155011728

Payable in 30 days

Amount

53.00

43.40

10.80

127.00

263.56

11.00

508.76

508.76

Remittance

December 30, 2015

Mark Chow BDO Canada Limited 123 Front St W Suite 1200 Toronto ON MSJ 2M2 Canada

Invoice Statement Summary

Baker & McKenzie LLP 181 Bay Street Brookfield Place, Suite 2100 Toronto ON M5J 2TJ Canada

TAX#: 11940 7625 RT

Tel:

Fax:

+1416 863 1221

I 416 863 6275


Client: 10008719

Payer: 10008719 Matter Number: 50095919


Invoice Due Date: Payable In 30 days

Professional services and disbursements incurred for the period ending: November 30, 2015


Taxable Fees............................................................................................................. 24,700.00 CAD Applicable Discount ( 12.15% ).............................................................................. -3,000.00 CAD Taxable Disbursements ............................................................................................ ___ 3;:..7;,:0;.:... 7;,:6:........:C:.:..A=D=--

Taxable Amount....................................................................................................... 22,070.76 CAD HST 13.000%................................................................................................... 2,869.20 CAD Non-Taxable Disbursements .................................................................................... ___ .:....:13;,:8;.:...0.:....:0:........:C:.:..AD~-

Total Amount Due................................................................................................. 25,077.96 CAD --~-.;;......;;;;,;;,;;;;;;._

Wire Transfer:! HSOC Bank Canadal70 York Street! Toronto, Ont11rio MSJ IS91 Bank#: 016;1 Tnnslt#: 10002;1 Swift: HKBCCATTI Canadian General Account: 427753·001

Cheque: I Brookfield Placell81 Bay Street, Suite 21001 P.O. Dox8741 Toronto, Ontario 1\lSJ 2T31 Ann: Accounts Receivable

Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Vereln.

HSBC BANK CANADA

Applicant

-and- OCEAN LINKSYS INC. et al

Respondents

Court File No: CV-15-10969-00CL


(Commercial List)

PROCEEDING COMMENCED AT TORONTO

AFFIDAVIT OF JOHN PIRIE (sworn Tuesday, AprilS, 2016)

BAKER & MCKENZIE LLP Barristers and Solicitors 181 Bay Street, Suite 2100 Toronto, ON M5J 2T3

John Pirie (LSUC# 40993K) Email: [email protected] Tel.: 416.865.2325

Michael Nowina (LSUC# 496330) Email: [email protected] Tel.: (416) 865-2312 Fax.: (416) 863-6275


Tab3

--· ···~··:···

Court File No.: CV-15-10969-00CL Estate Numbers: 31-457962

31-457963


(Commercial List)

THE HONOURABLE ) ) ) ) )

TUESDAY, THE 26TH

JUSTICE DAY OF APRIL, 2016


AND IN THE MA TIER OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c.C-43, AS AMENDED

BETWEEN:

HSBC BANK CANADA

-and-


DISCHARGE ORDER

Applicant

Respondents

THIS MOTION, made by BOO Canada Limited in its capacity as the court-appointed

receiver (the "Receiver") of the undertaking, property and assets of Ocean Linksys Inc. and

2204321 Ontario Inc. (the "Debtors"), for an order:

(a) approving the activities of the Receiver as set out in the Second Report of the

Receiver dated April 6, 2016 (the "Second Report");

2

(b) approving the Receiver's Final Statement of Cash Receipts and Disbursements;

(c) approving the distribution of the remaining proceeds available in the estate of the

Debtors;

(d) approving the fees and disbursements of the Receiver and its counsel;

(e) discharging BDO Canada Limited as Receiver of the undertaking, property and

assets of the Debtors; and

(f) releasing BDO Canada Limited from any and all liability, as set out in paragraph

6 of this Order,

was heard this day at 330 University A venue, Toronto, Ontario.

ON READING the Second Report, the affidavits of the Receiver and its counsel as to

fees (the "Fee Affidavits"), and on hearing the submissions of counsel for the Receiver, no one

else appearing although served as evidenced by the Affidavit of [NAME] sworn [DATE], filed;

1. THIS COURT ORDERS that the activities of the Receiver, as set out in the Second

Report, are hereby approved.

2. THIS COURT ORDERS that the Receiver's Final Statement of Cash Receipts and

Disbursements is approved.

3. THIS COURT ORDERS that the fees and disbursements of the Receiver and its

counsel, as set out in the Report and the Fee Affidavits, are hereby approved.

3

4. THIS COURT ORDERS that, after payment of the fees and disbursements herein

approved, the Receiver shall pay any monies remaining in its hands to HSBC Bank Canada.

5. THIS COURT ORDERS that upon payment of the amounts set out in paragraph 4

hereof and upon the Receiver filing a certificate certifying that it has completed the other

activities described in the Second Report substantially attached as Schedule "A", the Receiver

shall be discharged as Receiver of the undertaking, property and assets of the Debtors, provided

however that notwithstanding its discharge herein (a) the Receiver shall remain Receiver for the

performance of such incidental duties as may be required to complete the administration of the

receivership herein, and (b) the Receiver shall continue to have the benefit of the provisions of

all Orders made in this proceeding, including all approvals, protections and stays of proceedings

in favour of BDO Canada Limited in its capacity as Receiver.

6. THIS COURT ORDERS AND DECLARES that BOO Canada Limited is hereby

released and discharged from any and all liability that BDO Canada Limited now has or may

hereafter have by reason of, or in any way arising out of, the acts or omissions of BOO Canada

Limited while acting in its capacity as Receiver herein, save and except for any gross negligence

or wilful misconduct on the Receiver's part. Without limiting the generality of the foregoing,

BOO Canada Limited is hereby forever released and discharged from any and all liability

relating to matters that were raised, or which could have been raised, in the within receivership

proceedings, save and except for any gross negligence or wilful misconduct on the Receiver's

part.

Schedule "A"- Form of Receiver's Certificate


31-457963


(Commercial List)



BETWEEN:

HSBC BANK CANADA

Applicant

-and-


Respondents

RECEIVER'S DISCHARGE CERTIFICATE

RECITALS

(A) Pursuant to the Order of the Ontario Superior Court of Justice (Commercial List) (the

"Court11) dated June 23, 2015, BDO Canada Limited appointed Receiver (the

"Receiver"), without security, of all of the assets, undertakings and property of Ocean

Linksys Inc. and 2204321 Ontario Inc. (collectively, the "Debtors")

2

(B) Pursuant to an Order of the Court dated ____________ (,the

"Discharge Order"), BDO Canada Limited was discharged as Receiver of the Debtors,

with such discharge to be, effective upon the filing by the Receiver of a Certificate with

this Court certifying that all matters to be attended to in connection with the receivership

as set out in the Second Report of the Receiver, dated April 6, 2016 (the "Second

Report") have been completed to the satisfaction of the Receiver.

THE RECEIVER HEREBY CERTIFIES that all matters to be attended to in

connection with the receivership as set out in the Second Report have been completed to the

satisfaction of the Receiver.

DATED AT TORONTO, THIS--------DAY OF ______ ,, 2016.

BDO CANADA LIMITED, solely in its capacity as the Court Appointed Receiver and Manager of Ocean Linskys Inc. and 2204321 Ontario Inc., with no personal or corporate liability.

Per:

Name:

Title:


-and- OCEAN LINKSYS INC. et al Respondents



(Commercial List)



BAKER & MCKENZIE LLP Barristers and Solicitors 181 Bay Street, Suite 2100 Toronto, ON M5J 2T3





-and- OCEAN LINKSYS INC. ct al Respondents



(Commercial List)


DISCHARGE ORDER

BAKER & MCKENZIE LLP Barristers and Solicitors 181 Bay Street, Suite 21 00 Toronto, ON M5J 2T3




Revised: May 11 , 2Q I Q

Court File No. : CV-15-10969-00CL

ONTARIO

Estate Numbers: 31-457962 31-457963


COMMERCIAL LIST TI-m HO}>JOURABLB ) WEfWh'\Y, Tim#

~ 1 • JUSTICE

(Commercial List>

t<

· . nAYhFAPR:It,!:2o.l<i • :.~ I ."

•• ·,~. ' • < • •• •:;{-' • -~ • • • ·:. ~-: r• • ?~.~~ • • •

·. .· .. :.· . ~--

~ --------~~-- ~~'/~.· --~--~--~- -~--~~:L.__ __ ; ___ ~~~-- ----...:.-----~~---~--~--

lN THE MATTER OF THE BANKRUPTCY AND INSOLVENCY ACT. R.S.C. 1985. c.B-3. AS AMENDED

AND IN THE MATTER OF THE COURTS OF JUSTICE ACT. R.S.O. 1990. c.C-43. AS AMENDED

BETWEEN:

PLAINTIFF

HSBC BANK CANADA

-and-

DEFENDANT


DOGSTOR:: 1201925\8

Plaintiff

Apolicant

Defendant

Respondents

DISCHARGE ORDER

THIS MOTION, made by [RECEIVeR'S ~lAME]BDO Canada Limited in its capacity as

the ~-appointed receiver (the "Receiver") of the undertaking, property and assets of

[DEBTOR] (the "Deetor"Ocean Linksys Inc. and 2204321 Ontario Inc. {the "D~), for an order:

(ru ~approving the activities of the Receiver as set out in the repertSecond Report of

the Receiver dated [DATe]April6. 2016 (the "Second Report");

ill ~approving the fees and disbmsemeats of the Reeehter and its em:aasel; Receivers

EinaLStatement of Cash Receipts and Disbursements;

~ ~approving the distribution ofthe remaining proceeds available in the estate of the

DeetorDebtors; faBdt

(Q1 approving the fees and disbursements of the Receiver and its counsel:

~ 4.discharging [RECEIVER'S NAME] BOO Canada Limited as Receiver of the

undertaking, property and assets of the Debtor(.Qebtors; and

ill &-releasing (RECEIVER'S NAMEJBDO Canada Limited from any and all

liability, as set out in paragraphS~ of this Ordert\

was heard this day at 330 University Avenue, Toronto, Ontario.

-1- Ifthis relief is being seught, staleeheiEiers sheuiEI be speeifieally aEI•liseEI, BREI gi·;en ample netiee. See alse }>Jete 4, belew.

DOCSTOR: 12QI92S\8

~·---· -·-----

~

ON READING the Second Report, the affidavits of the Receiver and its counsel as to fees

(the "Fee Affidavits"), and on hearing the submissions of counsel for the Receiver, no one else

appearing although served as evidenced by the Affidavit of [NAME] sworn [DATE], filed3;

1. THIS COURT ORDERS that the activities of the Receiver, as set out in the Second

Report, are hereby approved.

b. THIS COURT ORDERS that the Receiver's Final Statement of Cash Receipts and

Disbursements is approved.

1. 2-:--THIS COURT ORDERS that the fees and disbursements of the Receiver and its

counsel, as set out in the Report and the Fee Affidavits, are hereby approved.

~ 3-:-THIS COURT ORDERS that, after payment of the fees and disbursements herein

approved, the Receiver shall pay the~ monies remaining in its hands to [Nl\.l\4e OF

PARTY]~HSBC Bank Canada.

S.. +.-THIS COURT ORDERS that upon payment of the amounts set out in paragraph ~

hereof fand upon the Receiver filing a certificate certifying that it has completed the other

activities described in the Second Report} substantially attached as Schedule "N', the Receiver

shall be discharged as Receiver of the undertaking, property and assets of the De~terDebtors,

provided however that notwithstanding its discharge herein (a) the Receiver shall remain Receiver

for the performance of such incidental duties as may be required to complete the administration of

the receivership herein, and (b) the Receiver shall continue to have the benefit of the provisions of

a +his medel efder assumes that the time fer serviee Eiees net need te be abridgeth

~ +his medel erder assumes that the material tiled supperts a Eiistributien te a speeitie seeured ereEiiter er ether party.

QOCSTOR: 121H92S~8

all Orders made in this proceeding, including all approvals, protections and stays of proceedings in

favour of [RECeiVER'S ~lAME] BOO Canada Limited in its capacity as Receiver.

6... ~THIS COURT ORDERS AND DECLARES that [RECEIVER'S NAME]BOO

Canada Limited is hereby released and discharged from any and all liability that [RECEIVER'S

NAMEtBDO Canada Limited now has or may hereafter have by reason of, or in any way arising

out of, the acts or omissions of [RECEIVER'S NAME)IIDO Canada Limited while acting in its

capacity as Receiver herein, save and except for any gross negligence or wilful misconduct on the

Receiver's part. Without limiting the generality of the foregoing, [RECEIVER'S NA~fE)BOO

Canada Limited is hereby forever released and discharged from any and all liability relating to

matters that were raised, or which could have been raised, in the within receivership proceedings,

save and except for any gross negligence or wilful misconduct on the Receiver's part.f4

4 The me(jel order subeemmittee v.•as (ji·tide(j as te 'A"hether a geneFBI Felease might be appropriate. On the ene hand, the Reeeiver has presumably Feperte{j its aetiviries te the Ceurt, an(j presumably the reported aeti•tities ha'le been appre'<•e(j in prier Orders. Meree·ter, the Order that appeinted the Reeeiver likely has preteetiens in faveur ef the Reeei'ler. These faeters tend te in(jieate that a general Felease efthe Reeeiver is net neeessary. On the ether han(j, the Reeeh•er has aeteEI enly in a repFesentative eapaeity, as the Court's effieer, se the Geurt may find that it is apprepriate Hl-insulate the Reeei't·er-frem all liability, by w~· efa general release. Same members ef the-su\:)eemmittee felt that, absent a general release, Reeei'lers might held baek fund!randler wish te eenduet a elaims bar preeess, whieh weul(j unneeessarily add time and east te the reeei'lership. The general release language has been added te this farm ef me(jel erder as an aptian only, te be eensidered by the pFesiding Ju(jge in eaeh speeifie ease. See alse ~late l, abe·te.

DOCS+OR: 1201923\8

Schedule "A" - Form of Receiver's Certificate


31-457963


(Commercial List>

IN THE MAUER OF THE BANKRUPTCYtJ.ND INSOLVENCY AC]'. R.S.C. 1985. c.B-3. AS AMENDED

AND IN THE MA TIER OF THE COURTS OF JUSTICE ACT. R.S.O. 1990. c.C-43. AS AMENDED

BETWEEN:

HSBC BANK CANADA

Applicant

-and-


Respond.ents


RECITALS

~ Pursuant to the Order of the Ontario Superior Court of Justice (Commercial List) <the

"Court") dated June 23. 2015. BOO Canada Limited appointed Receiver (the "Receiver"),

without security. of all of the assets. undertakings and property of Ocean Linksys Inc. and

2204321 Ontario Inc. (collectively. the "Debtors")

Pursuant to an Order of the Court dated

"Discharge Order:J. BDO Canada Limited was dischar~ted as Receiver of the Debtors.

with such discharge to be. effective upon the filing by the Receiver of a Certificate with

this Court certifving that all matters to be attended to in connection with the receivership as

set out in the Second Report of the Receiver. dated April 6. 2016 <the "Second Report")

have been completed to the satisfaction of the Receiver.

THE RECEIVER HEREBY CERTIFIES that all matters to be attended to in connection

with the ~ceivership as set out in the Second Report have been completed to the satisfaction of the

Receiver.

DATED AT TORONTO. THIS DAY OF . 2016.

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